EXHIBIT 3(b)
RESTATED
BY-LAWS
OF
MODINE MANUFACTURING COMPANY
(as adopted July 17, 1969)
(as amended September 17, 1970)
(as amended September 16, 1971)
(as amended May 4, 1972)
(as amended March 20, 1974)
(as amended September 18, 1974)
(as amended May 19, 1976)
(as amended July 21, 1976)
(as amended May 18, 1977)
(as amended July 20, 1977)
(as amended October 18, 1978)
(as amended May 16, 1979)
(as amended July 18, 1979)
(as amended October 17, 1979)
(as amended October 15, 1980)
(as amended May 1, 1981)
(as amended May 5, 1982 to be effective July 21, 1982)
(as amended August 17, 1982)
(as amended February 18, 1987)
(as amended March 18, 1987)
(as amended July 15, 1987)
(as amended February 15, 1989)
(as amended May 19, 1993)
(as amended October 20, 1993)
(as amended November 17, 1993)
(as amended March 16, 1994 to be effective July 20, 1994)
(as amended May 17, 1995 to be effective July 19, 1995)
(as amended October 16, 1996 to be effective October 16, 1996)
(as amended December 17, 1997)
(as amended March 18, 1998 to be effective July 15, 1998)
(as amended January 20, 1999)
(as amended March 17, 1999 to be effective July 21, 1999)
(as amended September 15, 1999)
(as amended March 15, 2000 to be effective July 19, 2000)
(as amended March 20, 2002)
(as amended May 15, 2002)
ARTICLE I. STOCKHOLDERS
------------------------
1.01. Annual Meeting. The annual meeting of stockholders
--------------
of the Company shall be held each year at such time and place, either
within or without the State of Wisconsin, as shall be determined by the
Board of Directors at a meeting prior to the date otherwise provided
herein for such stockholders' meeting; in the absence or failure of the
Board to designate a time and place, then at the principal office of the
Company in Racine, Wisconsin, on the third Wednesday in July, at 9:30
o'clock A.M., for the purpose of election of directors and for the
transaction of such other business as may properly come before the
meeting.
1.02. Special Meetings. Special meetings of the stockholders
----------------
may be called by the Chairman of the Board or the President and shall be
called by the President, or Secretary at the request in writing of a
majority of the Board of Directors, or at the request of stockholders
owning Ten Percent (10%) or more in amount of the entire capital stock
of the Company issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting. Business
transacted at all special meetings shall be confined to the purposes
stated in the notice of meeting.
1.03. Notice of Meetings. The Company shall notify each
------------------
shareholder who is entitled to vote at the meeting, and any other
shareholder entitled to notice under Ch. 180, of the date, time, and
place of each annual or special shareholders' meeting. In the case of
special meetings, the notice shall also state the meeting's purpose.
Unless otherwise required by Ch. 180, the meeting notice shall be given
at least five (5) days before the meeting date. Notice may be given
orally or communicated in person, by telephone, telegraph, teletype,
facsimile, other form of wire or wireless communication, private
carrier, or in any other manner provided by Ch. 180. Written notice,
if mailed, is effective when mailed; and such notice may be addressed
to the shareholder's address shown in the Company's current record of
shareholders. Written notice provided in any other manner is effective
when received. Oral notice is effective when communicated.
1.04. Quorum. A quorum at any meeting of the stockholders
------
shall consist of a majority of the voting stock of the Company
represented in person or by proxy. Unless otherwise provided in the
Articles of Incorporation, by these by-laws, or by the Wisconsin
Business Corporation Law, a majority of such quorum shall decide any
questions that may come before the meeting. Though less than a quorum
of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
1.05. Order of Business. The order and conduct of business
-----------------
and matters of procedure at any meeting of stockholders shall be
determined by the Chairman.
1.06. List of Stockholders. The officer or agent having
--------------------
charge of the stock transfer books for shares of the Company shall,
before each meeting of stockholders, make a complete list of the
stockholders entitled to vote at such meeting or any adjournment
thereof, with the address of and the number of shares held by each,
which list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting for the purposes of the meeting.
The original stock transfer books shall be prima facie evidence as to
the stockholders entitled to examine such list or transfer books or
to vote at any meeting of stockholders.
1.07. Inspectors of Election. Two inspectors of election
----------------------
shall be appointed by the Board of Directors at or before each
stockholders' meeting at which an election of directors shall take
place; if no such appointment shall have been made, or if the inspectors
appointed by the Board shall refuse to act, or fail to attend, then the
appointment shall be made by the Chairman at the meeting. The inspectors
shall receive and take in charge all proxies and ballots, and shall
decide all questions touching upon the qualification of voters, and
validity of proxies and the acceptance and rejection of votes. In case
of a tie vote by the inspectors on any questions, the Chairman shall
decide.
1.08. Voting of Shares. Each outstanding share shall be
----------------
entitled to one vote upon each matter submitted to a vote at a meeting
of stockholders, except to the extent that the voting rights of the
shares of any class or classes are enlarged, limited or denied by the
Wisconsin Business Corporation Law, the Articles of Incorporation, or
the resolution of the Board of Directors creating such series of any
class.
1.09. Proxies. At all meetings of shareholders, a
-------
shareholder entitled to vote may vote in person or by proxy appointed
as provided in the Wisconsin Business Corporation Law. The means by
which a shareholder or the shareholder's authorized officer, director,
employee, agent or attorney-in-fact may authorize another person to act
for the shareholder by appointing the person as proxy include:
(a) Appointment of a proxy in writing by signing
or causing the shareholder's signature to be affixed to an
appointment form by any reasonable means, including, but not
limited to, by facsimile signature.
(b) Appointment of a proxy by transmitting or
authorizing the transmission of an electronic transmission of the
appointment to the person who will be appointed as proxy or to a
proxy solicitation firm, proxy support service organization or
like agent authorized to receive the transmission by the person
who will be appointed as proxy. Every electronic transmission
shall contain, or be accompanied by, information that can be used
to reasonably determine that the shareholder transmitted or
authorized the transmission of the electronic transmission. Any
person charged with determining whether a shareholder transmitted
or authorized the transmission of the electronic transmission
shall specify the information upon which the determination is
made.
An appointment of a proxy is effective when a
signed appointment form or an electronic transmission of the
appointment is received by the inspector of election or the
officer or agent of the corporation authorized to tabulate votes.
An appointment is valid for 11 months unless a different period
is expressly provided in the appointment. An appointment of a
proxy is revocable unless the appointment form or electronic
transmission states that it is irrevocable and the appointment is
coupled with an interest. The presence of a shareholder who has
made an effective proxy appointment shall not of itself
constitute a revocation. The Board of Directors shall have the
power and authority to make rules that are not inconsistent with
the Wisconsin Business Corporation Law as to the validity and
sufficiency of proxy appointments.
ARTICLE II. DIRECTORS
----------------------
2.01. Number, Classification and Terms of Directors. The
---------------------------------------------
number of directors shall be nine. Directors need not be stockholders.
The Board of Directors shall be divided into three classes:
each class consisting of three directors. The term of office of a
director shall be three years. The classes of directors shall be
staggered so that each expires in succeeding years. At each annual
meeting of stockholders, the number of directors equal to the number
of the class whose terms expire at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting and
until their successors shall have been elected.
2.02. Annual Directors' Meetings. Annual meeting of
--------------------------
the Board of Directors shall be held immediately following the
annual meeting of stockholders. No notice of the annual meeting
of the Board of Directors shall be required.
2.03. Special Directors' Meetings. Special meetings
---------------------------
of the Board of Directors may be called by the Chairman of the
Board, the President, or Secretary on twenty-four (24) hours'
notice to each director.
2.04. Notice of Meetings; Waiver of Notice. Notice of
------------------------------------
each board of directors' meeting, except meetings pursuant to
Section 2.02 of these by-laws, shall be delivered to each
director at his or her business address or at such other address
as the director shall have designated in writing and filed with
the Secretary. Notice may be given orally or communicated in
person, by telephone, telegraph, teletype, facsimile, other form
of wire or wireless communication, private carrier, or in any
other manner provided by Ch. 180. Written notice shall be deemed
given at the earlier of the time it is received or at the time it
is deposited with postage prepaid in the United States mail or
delivered to the private carrier. Oral notice is effective when
communicated. A director may waive notice required under this
section or by-law at any time, whether before or after the time
of the meeting. The waiver must be in writing, signed by the
director, and retained in the corporate record book. The
director's attendance at or participation in a meeting shall
constitute a waiver of notice of the meeting, unless the director
at the beginning of the meeting or promptly upon his or her
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. Neither the business to be transacted at
nor the purpose of any regular or special board of directors meeting
need be specified in the notice or waiver of notice of the meeting.
2.05. Regular Meetings. Regular meetings of the
----------------
directors may be held without notice at such place and times as shall
be determined from time to time by resolution of the Board of Directors.
2.06. Quorum. A quorum at any meeting of the Board of
------
Directors shall consist of a majority of the entire membership of
the Board. Unless otherwise provided in the Articles of
Incorporation, these by-laws, or by law, a majority of such quorum
shall decide all questions that may come before the meeting.
2.07. General Powers of Directors. The Board of
---------------------------
Directors shall manage the business and affairs of the Company
and subject to the restrictions imposed by law, by the Articles
of Incorporation, or by these by-laws, may exercise all the
powers, including specific powers, of the Company.
2.08. Compensation of Directors. The Board of
-------------------------
Directors, by the affirmative vote of a majority of the directors
then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable
compensation of all directors for services to the Company as
directors, officers or otherwise, or to delegate such authority
to an appropriate committee. The Board of Directors also shall
have authority to provide for or to delegate authority to an
appropriate committee to provide for reasonable pensions,
disability or death benefits, employee stock options, and other
benefits or payments, to directors, officers and employees and to
their estates, families, dependents or beneficiaries on account
of prior services rendered by such directors, officers and
employees to the Company.
2.09. Resignation and Removal for Cause. Any
---------------------------------
director, member of a committee or other officer may resign at
any time. Such resignation shall be made in writing, and shall
take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the Chairman or
Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
A director may be removed from office during the term
of such office but only upon a showing of good cause, such
removal to be by affirmative vote of a majority of the
outstanding shares entitled to vote for the election of such
director and which removal may only be taken at a special meeting
of stockholders called for that purpose.
A special meeting of the stockholders as herein
referred to may only be held after a hearing on the matter of
cause claimed to exist has been held by the full Board of
Directors of the Company at which hearing the director or
directors proposed for removal shall be given an adequate
opportunity for preparation and attendance in person (together
with representation by counsel); provided, however, that such
hearing shall be held only after written notice has been given to
said director or directors proposed for removal specifying the
matters of cause claimed to exist. The conclusions of said
hearing shall be reported by the Board of Directors in writing
accompanying the notice of the special stockholders' meeting sent
to each stockholder eligible to vote at said special meeting.
2.10. Increase or Decrease of Number of Directors.
-------------------------------------------
Increase or decrease of the number of directors and
classification of such directors, may only be made by amendment
of these by-laws at a regular or special meeting called for that
purpose, and a vacancy created by an increase in the number of
directors may be filled at such meeting.
2.11. Filling of Vacancies. If the office of any
--------------------
director, member of a committee or other officer becomes vacant
for any reason, including vacancies on the Board of Directors due
to removal for cause, the remaining directors in office, by a
majority vote, may appoint any qualified person to fill such
vacancy, who shall hold office for the unexpired term and until
his successor shall be duly chosen.
2.12. Informal Action by Directors. Any action
----------------------------
required or permitted by the Articles of Incorporation, these by-
laws or other provision of law, which might be taken at a
meeting of the Board of Directors or of a lawfully constituted
committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all the directors, or by all of the members of such committee, as
the case may be.
2.13. Retirement. Each Director shall be retired at
----------
the close of the term in which he attains the age of seventy (70)
years except that this provision shall not apply to any Director
who has been exempted from this provision by a resolution passed
by a two-thirds vote of the Board of Directors. Upon such
retirement a Director may take the status of a Director Emeritus.
A Director Emeritus shall receive the notice of meetings of
Directors, shall be invited to and welcome at all meetings of the
Board and of the stockholders, and shall receive such
compensation and such reimbursement for reasonable expenses, if
any, for attendance at meetings as the Board of Directors shall
determine, provided, however, that such compensation shall not
exceed that received by a Director. A Director Emeritus shall
attend the meetings of the Board in a consultive capacity but
shall not be entitled to vote or have any duties or powers of a
Director of the Company.
2.14. Committees. The Board of Directors may by
----------
resolution or resolutions, adopted by a majority of the total
number of directors, designate one or more committees, each such
committee to consist of three or more directors elected by the
Board of Directors which, to the extent provided in said
resolution or resolutions, shall have and may exercise the powers
of the Board of Directors in the management of the business and
affairs of the corporation. Such committees shall have such
names as may be determined from time to time by resolution
adopted by the Board of Directors. A majority of the members of
any such committee may determine its action unless the Board of
Directors shall otherwise provide. The Board of Directors shall
have power at any time to fill vacancies in, to change the
membership of, or to dissolve any such committee. The Board of
Directors may elect one or more of its members as alternate
members of any committee who may take the place of any absent
member or members at any meeting of such committee.
ARTICLE III. OFFICERS
----------------------
3.01. Number. The principal officers of the Company
------
shall be a Chairman of the Board of Directors, a President, such
number of Vice Presidents as the Board of Directors shall elect, a
Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary and the offices of
President and Vice President.
3.02. Election and Term of Office. The officers of the
---------------------------
Company to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the stockholders.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office at the pleasure of the Board of
Directors or until his successor shall have been duly elected or
until his prior death, resignation or removal.
3.03. Removal. Any officer or agent may be removed by
-------
the Board of Directors whenever in its judgment the best interests
of the Company will be served thereby, but such removal shall be
without prejudice to the rights provided by written contract, if
any, of the person so removed. Election or appointment shall not
of itself create contract rights.
3.04. Vacancies. A vacancy in any principal office
---------
because of death, resignation, removal, disqualification or
otherwise, shall be filled by the Board of Directors for the
unexpired portion of the term.
3.05. Chairman of the Board. The Chairman of the
---------------------
Board of Directors shall preside at all meetings of stockholders
and directors. In his absence, a director elected by the Board
shall preside.
The Chairman shall be the Chief Executive Officer
of the Company, and subject to the control of the Board of
Directors, shall in general supervise and control all of the
business and affairs of the Company. He shall have authority,
subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the Company as
he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and
employees shall hold office at the discretion of the Chairman.
He shall have authority to sign, execute and acknowledge, on
behalf of the Company, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents
or instruments necessary or proper to be executed in the course
of the Company's regular business, or which shall be authorized
by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he may authorize the
President or any Vice President or other officer or agent of the
Company to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform
all duties incident to the office of Chairman and Chief Executive
and such other duties as may be prescribed by the Board of
Directors from time to time.
3.06. President. The President shall be the Chief
---------
Operating Officer of the Company and, subject to the control of
the Board of Directors and the Chairman of the Board and Chief
Executive Officer, shall supervise and control the operations of
the Company. In the absence of the Chief Executive Officer or in
the event of his death, inability or refusal to act, or in the
event for any reason it shall be impracticable for the Chief
Executive Officer to act personally, the President shall perform
the duties of the Chief Executive Officer, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer.
3.07. The Vice President. In the absence of the
------------------
President or in the event of his death, inability or refusal to
act, or in the event for any reason it shall be impracticable for
the President to act personally, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents
in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election)
shall perform 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. Any Vice President may sign,
with the Secretary or Assistant Secretary, certificates for
shares of the Company; and shall perform such other duties and
have such authority as from time to time may be delegated or
assigned to him by the Chairman, President or by the Board of
Directors. The execution of any instrument of the Company by any
Vice President shall be conclusive evidence, as to third parties,
of his authority to act in the stead of the President.
3.08. The Secretary. The Secretary shall: (a) keep
-------------
the minutes of the meetings of the stockholders and of the Board
of Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Company
and see that the seal of the Company is affixed to all documents
the execution of which on behalf of the Company under its seal is
duly authorized; (d) sign with the Chairman, President or a Vice
President, certificates for shares of the Company, the issuance
of which shall have been authorized by resolution of the Board of
Directors; and (e) in general perform all duties incident to the
office of Secretary as provided by the Wisconsin Business
Corporation Law and have such other duties and exercise such
authority as from time to time may be delegated or assigned to
him by the Chairman, President or by the Board of Directors.
3.09. The Treasurer. The Treasurer shall: (a) have
-------------
charge and custody of and be responsible for all funds and
securities of the Company; (b) receive and give receipts for
moneys due and payable to the Company from any source whatsoever,
and deposit all such moneys in the name of the Company in such
banks, trust companies or other depositaries as shall be selected
in accordance with the provisions of Section 6.07; and (c) in
general perform all of the duties incident to the office of
Treasurer and have such other duties and exercise such other
authority as from time to time may be delegated or assigned
to him by the Chairman, President or by the Board of Directors.
3.10. Assistant Secretaries and Assistant Treasurers.
----------------------------------------------
There shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time
authorize and designate. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties and have such
authority as shall from time to time be delegated or assigned to
them by the Secretary or the Treasurer, respectively, or by the
Chairman, President or the Board of Directors.
3.11. Other Assistants and Acting Officers. The Board
------------------------------------
of Directors shall have the power to appoint any person to act as
assistant to any officer, or as agent for the Company in his
stead, or to perform the duties of such officer whenever for any
reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed
by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant,
or as to which he is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors.
3.12. Salaries. The salaries of the principal
--------
officers shall be fixed from time to time by the Board of
Directors or by a duly authorized committee thereof, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Company.
ARTICLE IV. INDEMNIFICATION BY THE COMPANY
-------------------------------------------
Any person made a party to or threatened with any
civil, criminal, administrative or investigative action, suit or
proceeding (other than an action by or in the right of the
Company) by reason of the fact that he, his testator or
intestate, is or was a Director, officer or employee of the
Company or is or was serving at the request of the Company as a
Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be
indemnified by the Company against the reasonable expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement, actually and necessarily incurred by him in
connection with such action, suit or proceeding, or in connection
with any appeal therein, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. Such right of indemnification shall not be deemed
exclusive of any other right to which such Director, officer,
employee or agent may otherwise be entitled.
ARTICLE V. CAPITAL STOCK
-------------------------
5.01 Certificates of Stock. Certificates of stock,
---------------------
numbered and with the seal of the Company affixed, signed by the
President, or a Vice President, and the Secretary or an Assistant
Secretary, shall be issued to each stockholder certifying the
number of shares owned by him in the Company. When such
certificates are countersigned by a transfer agent, or registered
by a registrar, the signatures of such officers may be
facsimiles. A facsimile or printed seal of the Company may be
affixed upon certificates of stock of the Company.
In case any officer who has signed, or whose facsimile
signature has been placed upon a certificate has ceased to be an
officer of the Company before such certificate has been issued,
such certificate may, nevertheless, be adopted and issued and
delivered by the Company as though the officer who signed such
certificate or whose facsimile signature shall have been used
thereon, had not ceased to be such officer with the same effect
as if he were such office at the date of its issue.
5.02. Lost Certificates. A new certificate of stock
-----------------
may be issued in the place of any certificate theretofore issued
by the Company, alleged to have been lost or destroyed, and the
directors may, in their discretion, require the owner of the lost
or destroyed certificate, or his legal representative, to give
the Company a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the Company against
any claim that may be made against it on account of the alleged
loss of any such certificate or the issuance of any such new
certificate.
5.03. Transfer of Shares. Transfer of stock shall be
------------------
made only on the transfer books of the Company, kept at the
office of the Company or respective transfer agents designated to
transfer the stock, and before a new certificate is issued, the
old certificate shall be surrendered and cancelled.
5.04. Closing of Transfer Books. The Board of
-------------------------
Directors of the Company may provide that the stock transfer
books be closed for a period not to exceed, in any case, fifty
(50) days for the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for
any other proper purposes. If the stock transfer books shall be
closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books
shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date
for any such determination of stockholders, such date in any case
to be not more than seventy (70) days and, in case of a meeting
of stockholders not less than ten (10) days prior to the date on
which the particular action, requiring such determination of
stockholders is to be taken. When a determination of
stockholder, entitled to vote at any meeting of stockholders has
been made as provided herein, such determination shall be applied
to any adjournment thereof except when the determination has been
made through the closing of the stock transfer books and the
stated period of closing has expired.
5.05. Dividends. The Board of Directors of the
---------
Company may, from time to time, declare and the Company may pay
dividends on its outstanding shares in cash, property, or its own
shares, as provided by law.
ARTICLE VI. MISCELLANEOUS
--------------------------
6.01. Corporate Seal. The corporate seal shall be a
--------------
round metallic disc, with the words "MODINE MANUFACTURING
COMPANY, Wisconsin" around the circumference, and the words
"CORPORATE SEAL" in the center. If a facsimile or printed seal
is used on stock certificates, it shall be similar in content and
design to the above.
6.02. Fiscal Year. The fiscal year of the Company
-----------
shall begin on the first day of April in each year, and end on
the thirty-first day of March in the following year.
6.03. Contracts. The Board of Directors may authorize
---------
any officer or officers, agent or agents, to enter into any
contract or exercise or deliver any instrument in the name of and
on behalf of the Company, and such authorization may be general
or confined to specific instances. In the absence of other
designation, all deeds, mortgages, contracts, promissory notes,
and instruments of assignment or pledge made by the Company shall
be executed in the name of the Company by the Chairman, President
or one of the Vice Presidents and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer; the Secretary
or an Assistant Secretary, when necessary or required, shall
affix the corporate seal thereto; and when so executed no other
party to such instrument or any third party shall be required to
make any inquiry into the authority of the signing officer or
officers.
6.04. Loans. No indebtedness for borrowed money shall
-----
be contracted on behalf of the Company and no evidence of such
indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the Board of Directors.
Such authorization may be general or confined to specific
instances.
6.05. Drafts, Checks, etc. All checks, drafts or
--------------------
other orders for the payment of money issued in the name of the
Company shall be signed by such employee or employees, agent or
agents, of the Company as are appointed by the Chairman or
President, and in such manner, including facsimile and printed
signatures, as may be designated by the Chairman or President.
In connection with the furnishing of authorizing resolution and
signature card forms needed by commercial banks, the corporate
Secretary, or any Assistant Secretary, is authorized to execute
and certify to such forms as he may deem appropriate as adopted
under the authority of this by-law and as binding upon the
Company in accordance therewith, thereby empowering employees or
agents appointed by the President to sign checks, drafts, or
other orders for the payment of money in the name of the Company.
6.06. Deposits. All funds of the Company not
--------
otherwise employed shall be deposited from time to time to the
credit of the Company in such banks, trust companies or other
depositaries as may be selected by or under the authority of the
Chairman or President. In connection with the furnishing of
authorizing resolution and signature card forms, needed by such
banks, trust companies or other depositaries, the corporate
Secretary, or any Assistant Secretary, is authorized to execute
and certify to such forms as he may deem appropriate as adopted
under the authority of his by-law and as binding upon the Company
in accordance therewith, thereby designating such banks, trust
companies or other depositaries as may be selected by the
Chairman or President, for the deposit of Company funds.
6.07. Voting of Securities Owned by this Company.
------------------------------------------
Subject always to the specific directions of the Board of
Directors, (a) any shares or other securities issued by any other
corporation and owned or controlled by this Company may be voted
at any meeting of security holders of such other corporation by
the Chairman of this Company if he be present, or in his absence
by the President or any Vice President of this Company who may be
present, and (b) whenever, in the judgment of the Chairman, or in
his absence, of the President or any Vice President, it is
desirable for this Company to execute a proxy or written consent
in respect to any shares for other securities issued by any other
corporation and owned by this Company, such proxy or consent
shall be executed in the name of this Company by the Chairman,
President or one of the Vice Presidents of this Company, without
necessity of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation
by another officer. Any person or persons designated in the
manner above stated as the proxy or proxies of this Company shall
have full right, power and authority to vote the shares or other
securities issued by such other corporation and owned by this
Company the same as such shares or other securities might be
voted by this Company.
ARTICLE VII. AMENDMENTS
------------------------
These by-laws may be amended, repealed or altered in
whole or in part by the affirmative vote of not less than two-
third (2/3) of the shares of the Company entitled to vote
thereon, or by the affirmative vote of not less than two-thirds
(2/3) of the full Board of Directors of the Company, at any
regular meeting of the stockholders or of the Board of Directors,
or any special meeting of the stockholders or Board of Directors,
provided that such action has been specified in the notice of any
such meeting.