BY-LAWS
OF
NATIONAL PATENT DEVELOPMENT CORPORATION
ARTICLE I
OFFICES
Section 1. The location of the principal office of the
Corporation in the State of Delaware shall be the City of
*Wilmington, County of New Castle.
Section 2. The Corporation may also have offices at such
other places both within and without the State of Delaware as the
Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held at the principal office of
the Corporation in the State of Delaware or at such other places
within or without the State of Delaware as may from time to time
be fixed by the Board of Directors and may be specified in the
respective notices of meeting or duly executed waivers of notice;
provided that the place of meeting for the election of directors
*(Section 1, Article I, amended by
the Executive Committee of the
Board of Directors on February
1, 1977.)
shall be changed within sixty days next before the day on which
the election is to be held and, at least twenty days before the
election is held, a notice of any such change shall be given to
each stockholder entitled to vote at the election.
*Section 2. The Annual Meeting of the Stockholders of the
Corporation shall be held on such date and at such time as may be
designated by the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may
be properly brought before the meeting.
Section 3. Written notice of the annual meeting shall be
given to each stockholder entitled to vote thereat, at least ten
days before the date fixed for the meeting.
Section 4. At least ten days before every election of
directors, a complete list of the stockholders entitled to vote
at said election, arranged in alphabetical order, with the
residence of each and the number of voting shares held by each,
shall be prepared by the Secretary. Such list shall be open to
the examination of any stockholder for said ten days either at a
place within the city, town or village where the election is to
be held and which place shall be specified in the notice of
meetings, or, if not so specified, at the place where said
meeting is to be held, and shall be produced and kept at the time
and place of election during the whole time thereof, and subject
to the inspection of any stockholder who may be present.
Section 5. At all elections of Directors, the Chairman
of the meeting shall appoint two (2) Inspectors of Election. The
*(Section 2, Article II, amended by the
Board of Directors on April 24, 1995.)
Inspectors shall first take and subscribe an oath of affirmation
faithfully to execute the duties of Inspectors at such meeting
with strict impartiality and according to the best of their
ability, and shall take charge of the polls, and after the
balloting shall make a certificate of the result of the vote
taken; but no Director or candidate for the office of Director
shall be appointed as such Inspector.
*Section 6. The Board of Directors may close the stock
transfer books of the Corporation for a period not exceeding
sixty days preceding the date of any meeting of the stockholders
or the date for payment of any dividend or the date for the
allotment of rights of the date when any change or conversion or
exchange of capital stock shall go into effect or the date in
connection with obtaining the consent of stockholders for any
purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not
exceeding sixty day preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or
conversion of exchange of capital stock shall go into effect, or
a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in
*(Section 6, Article II, amended by
the Executive Committee of the
Board of Directors on November 17,
1978.)
respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as
aforesaid.
Section 7. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by stature or by
the Certificate of Incorporation, shall be held at the principal
office of the Corporation in the State of Delaware or at such
other place within or without the State of Delaware as may be
designated in the notice of said meeting, upon call of the
President or the Secretary at the request in writing of
stockholders owning capital stock of the Corporation issued and
outstanding and representing 50% of the combined voting power of
all issued and outstanding classes of capital stock. Such
request shall state the purpose of the proposed meeting.
Section 8. Written notice of a special meeting of
stockholders, stating the time and place thereof, shall be given
to each stockholder entitled to vote thereat at least five days
before the date fixed for such meeting.
Section 9. The holders of record of stock, issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, representing a majority of the number of
votes entitled to be cast shall constitute a quorum at all
meetings of stockholders except as otherwise provided by statute,
by the Certificate of Incorporation or by these By-Laws. If,
however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. 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 called.
Section 10. When a quorum is present at any meeting, the
vote of the holders of stock having a majority of the voting
power, present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the
Certification of Incorporation or of these By-Laws, a different
vote is required, in which case such express provisions shall
govern and control the decision of such question.
Section 11. Any vote on stock of the Corporation may be
given by the stockholder entitled thereto in person or by his
proxy appointed by an instrument in writing, subscribed by such
stockholder or by his attorney thereunder authorized and
delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted on after three years from its date
unless said proxy provides for a longer period. Except where the
transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination
of stockholders entitled to vote, no share of stock shall be
voted at any election of Directors which shall have been
transferred on the books of the Corporation within twenty days
next preceding such election of Directors.
Section 12. Whenever a vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with
any corporate action by any provisions of the statutes or of the
Certification of Incorporation or of these By-Laws, the meeting
and of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in wrrriting to such
corporate action being taken. Nothing in the Section contained
shall be construed to alter or modify the provisions of Section
271 of the Delaware Corporation Law.
ARTICLE III
DIRECTORS
Section 1. The property and business of the Corporation
shall be managed by its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and
things as are not by statue or by Certificate of Incorporation of
by these By-Laws directed or required to be exercised or done by
the stockholders.
Section 2. The number of Directors which shall
constitute the whole Board shall be nine or such other number,
not less than three and not more than fifteen, as the Directors
may from time to time determine by resolution. The Directors
shall be elected at the annual meeting of stockholders, except as
provided in Section 3 of this Article, and each Director elected
shall hold office until his successor shall be elected and shall
qualify. Directors need not be stockholders.
*Unless recommended by the Board of Directors for election,
no person shall be elected a director, unless notice in writing
of a nomination by a stockholder of the Corporation shall be
received by the Secretary of the Corporation not less than (i)
with respect to an election to be held at an annual meeting of
stockholders, 90 days in advance of such meeting and (ii) with
respect to an election to be held at a special meeting of
stockholders, the close of business on the seventh day following
the date on which notice of such meeting is first given to
stockholders. Such notice must set forth (a) the name, age,
business address, and (if known) residence address of each
nominee proposed in such notice; (b) the principal occupation or
employment of each such nominee; (c) a description of the
business experience during the last five (5) years of each such
nominee, and (d) the number of shares of capital stock of the
Corporation beneficially owned by each such nominee. In
addition, such notice must be signed by a stockholder duly
*(Section 2, Article III, amended
by the Board of Directors on
April 24, 1995.)
qualified to attend and vote at the meeting (other than the
person or persons nominated) and must contain a notice in writing
signed by each nominee of his willingness to be elected and to
serve as a director.
Section 3. Vacancies and newly created directorships
resulting from any increase in the authorized number of Directors
may be filled by a majority of the Directors then in office,
though less than a quorum, and the Directors so chosen shall hold
office until the next annual election and until their successors
are duly elected and shall qualify, unless sooner displaced
pursuant to law; provided, however, that, if one or more
directors shall resign from the Board, effective at a future
date, the remaining directors who have not resigned may fill such
vacancy or vacancies or they may request the resigning directors
to participate in filling such vacancy or vacancies and in either
case, the vote therein shall become effective at the future date
aforesaid. The votes taken pursuant to this Section 3 need not
be by ballot.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Directors of the Corporation may hold
their meetings both regular and special, either within or without
the State of Delaware.
Section 5. The first meeting of each newly elected Board
may be held immediately after each annual meeting of the
stockholders at the same place at which such annual meeting is
held, and no notice of such meeting shall be necessary.
Section 6. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time
be determined by the Board.
Section 7. Special meetings of the Board may be called
by the President or Executive Vice President on at least two
days' notice to each Director, either personally or by mail or by
telegram. Meetings may be held at any time without notice if all
the directors are present, or if at any time before or after the
meeting those not present waive notice of the meeting in writing.
Section 8. At all meetings of the Board, a majority of
the number of Directors then in office shall constitute a quorum
for the transaction of business and the act of a majority of the
Directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be
present at any meeting of Directors, the Directors present
thereat may adjourn the meeting from time to time without notice
other than announcement at the meeting, until a quorum shall be
present.
COMMITTEES OF DIRECTORS
Section 9. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate an Executive
Committee to consist of two (2) or more Directors as the Board
may from time to time determine. *The Executive Committee shall
*(Section 9, Article III, amended by
the Board of Directors on February
26, 1980.)
have, and may exercise all the powers of the Board of Directors
in the management of the business and the affairs of the
Corporation, including, without limitation, the issuance of
shares of the Common Stock of the Corporation, and shall have
power to authorize the seal of the Corporation to be affixed to
all papers which may require it, but neither the Executive
Committee nor any other Committee appointed by the Board shall
have the power to fill vacancies in the said Committee; provided,
however, that, in the absence or disqualification of any member
of the Executive Committee or of any other Committee appointed by
the Board, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
constitute a quorum may unanimously appoint another member of the
Board to act at a meeting in the place of any such absent or
disqualified member, subject, however, to the right of the Board
of Directors to designate one or more alternate members of such
Committee which alternate members shall have power to serve,
subject to such conditions as the Board may prescribe, as a
member or members of said Committee during the absence of
inability to act of any one ore more members of said Committee.
The Board of Directors shall have the power at any time to change
the membership of the Executive Committee, to fill vacancies in
it, or to dissolve it. The Executive Committee may make rules
for the conduct of its business and may appoint such Committees
and assistants as it may from time to time deem necessary. A
majority of the members of the Executive Committee shall
constitute a quorum. Unless otherwise ordered by the Board, each
member of the Executive Committee shall continue to be a member
thereof until the expiration of his term of office as a Director
(or, in the case of his reelection as a Director, until the
expiration of his new tern of office) or until sooner removed by
the Board. Meetings of the Executive Committee shall be held at
the principal office of the Corporation in the State of Delaware,
or at such other place or places within or without the State of
Delaware as shall abe specified in the notice or waiver of notice
of meeting, or specified by resolution of the Board or of the
Executive Committee.
Section 10. The Board of Directors may also, by
resolution or resolutions, passed by a majority of the Board,
designate one or more other Committees, each Committee to consist
of two or more of the Directors of the Corporation, which to the
extent provided in said resolution or resolutions, shall have and
may exercise the powers of the Board of Directors in the
manageement of the business and affairs of the Corporation and
shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Such Committee or
Committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors.
Section 11. Whenever requested by the Board of Directors
a committee shall keep regular minutes of their proceedings and
report the same to the Board when required.
COMPENSATION OF DIRECTORS
Section 12. Directors may, by resolution of the Board,
receive a fixed annual sum or other compensation for acting as
Directors, payable quarterly or at such other intervals as the
Board shall fix, and/or a fixed sum or other compensation and
expenses of attendance, if any, for attendance at each regular or
special meeting of the Board; provided that nothing herein
contained shall be construed to preclude any Director from
serving the Corporation, or any subsidiary or affiliated
corporation, in any other capacity and receiving compensation
therfor. Members of special or standing Committees may be
allowed like compensation for attending Committee meetings.
INFORMAL ACTION BY DIRECTORS
Section 13. Unless otherwise restricted by the
Certificate of Incorporation of these By-Laws, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes
or proceedings of the Board or Committee.
REMOVAL OF DIRECTORS
Section 14. At any special meeting of the stockholders,
duly called as provided in these By-Laws, any Director or
Directors may be the affirmative vote of the holders of amajority
of all the shares of stock outstanding and entitled to vote for
the election of Directors be removed from office, either with or
without cause, and his successor or their successors may be
elected at such meeting; or the remaining directors may, to the
extent vacancies are not filled by such election, fill any
vacancy or vacancies created by such removal.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 15. The Corporation shall indemnify any and all
of its Directors and officers and former Directors and officers
and any person who may be serving or have served at its request
as a Director or officer of another corporation in which it owns
shares of capital stock or of whichit is a creditory (and their
heirs, distributees, executors, and administrators), against
expenses actually and necessarily incurred by them in connection
with the defense of any action, suit or proceeding inwhich they,
or any of them, are made parties, or a party, by reason of being
or having been Directors or officers or a Director or officer of
the Corporation, or of such other corporation; provided however,
that the Corporation shall not indemnify any such Director or
officer or former Director or officer or person in relation to
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the
performance of duty, nor in respect of any matter on which any
settlement or compromise is effected, if the total expense,
including the cost of such settlement, shall substantially exceed
the expense which might reasonably be incurred by such Director
or officer or former Director or officer or person in conducting
such litigation to a final conclusion. The foregoing rights and
indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled, under common law, any
statute, by-law, agreement, vote of stockholders, or otherwise.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes
or of the Certificate of Incorporation or of these By-Laws,
notice is required to be given to any Director or stockholder, it
shall not be construed to mean personal notice, but such notice
may be given in writing, by mail addressed to such Director or
stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
*Section 1. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, one or
more Executive Vice Presidents, a Senior Vice President, a
Secretary and a Treasurer. The Board of Directors may also
choose additional Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers. Any two offices may be
*(Section 1, Article V, amended by the
Executive Committee of the Board of
Directors on October 1, 1976.)
(Section 1, Article V, further amended
by the Executive Committee of the Board
of Directrs on September 1, 1986.)
held by the same person. More than two offices other than the
offices of President and Secretary may be held by the same
person. The Board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
*Section 2. The board of Directors at its first meeting
after each annual meeting of stockholders shall choose a
President, one or more Executive Vice Presidents, and Treasurer
and a Secretary, none of whom need be a member of the Board.
Section 3. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the Board of Directors may be
removed either with or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors.
If the office of any officer becomes vacant for any reason, the
vacancy shall be filled by the Board of Directors.
PRESIDENT
Section 4. The President shall have general supervision
of the business of the Corporation and over its several officers,
subject to the control of the Board of Directors. He shall,
unless another person is designated by the Board of Directors,
preside at all meetings of the stockholders. He shall sign and
execute in the name of the Corporation, all deeds, mortgages,
bonds, contracts or other instruments authorized by the Board of
*(Section 2, Article V amended by the
Executive Committee of the Board of
Directors on September 1, 1986.)
Directors, except where required or permitted by law to be
otherwise signed or executed and except in cases where the
signing and execution thereof shall be delegated by the Board of
Directors or by these By-Laws to some other officer or agent of
the Corporation; and in general, shall perform all the duties
incident to the office of the President.
EXECUTIVE VICE PRESIDENT
Section 5. The Executive Vice President and any
additional Vice Presidents, shall perform such duties as the
President or the Board of Directors may, from time to time,
designate.
SECRETARY AND ASSISTANT SECRETARIES
Section 6. The Secretary shall record all the
proceedings of the meetings of the stockholders and Directors in
a book to be kept for that purpose, and shall perform like duties
for the standing Committees when requested. He shall give, or
cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep
in safe custody the seal of the Corporation and when authorized
by the Board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary.
Section 7. The Assistant Secretaries in order of their
seniority shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties as the President or the Board of
Directors shall prescribe.
TREASURER AND ASSISTANT TREASURER
Section 8. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
Section 9. He shall disburse the funds of the
Corporation and may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.
Section 10. He shall perform all duties incident to the
office, and any duties that may be assigned to him by the Board
of Directors or the President.
Section 11. If required by the Board of Directors, he
shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the Corporation.
Section 12. The Assistant Treasurers in the order of
their seniority, unless otherwise determined by the Board of
Directors shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer.
They shall perform such other duties and have such other powers
as the President or the Board of Directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of
stock in such form as the Board of Directors may from fime to
time prescribe in accordance with the law. The certificates of
stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's
name and numjber of shares and shall be signed by the President
or the Executive Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an assistnat Secretary.
Section 2. The Board of Directors may appoint one or
more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates of stock to
bear the signature or signatures of any of them.
Section 3. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent, or (2) by a
transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any such President, Executive Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been
used on, any sucy certificate or certificcates shall cease to be
such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon have not
ceased to be such officer or officers of the Corporation.
Section 4. The shares of stock of the Corporation shall
be transferable on the books of the Corporation by the registered
holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for the same number of similar
shares, with an assignment and power of transfer endorsed thereon
or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents
may reasonably require.
Section 5. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
oherwise provided by the laws of Delaware.
LOST CERTIFICATES
Section 6. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing the issuance of
a new certificate or certificates, the Board of Directors may, in
its discreation, and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such matter as it shall reequire and/or give the
Corporation a bond in such sum as it may direct as indemnity
agaainst any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or
destroyed.
ARTICLE VII
CORPORATE BOOKS
Section 1. All the books of the Corporation, except
either the original or duplicate stock ledger, may be kept
outside of Delaware at such place or places as the Board of
Directors may from time to time determine.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be
set aside out of any funds in the Corporation available for
dividends such sum or sums as the Directors, from time to time in
their absolute discretion, think proper as a reserve or reserves
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Directors shall think conducive to the
interest of the Corporation, and the Directors may modddify or
abolish any such reserve in the manner in which it was created.
EXECUTION OF INSTRUMENTS
Section 3. All checks, notes, drafts, bills of exchange,
orders for the payment of money, bonds, debentures, obligations,
bill of lading, commerical documents and other negotiable and/or
non-negotiable instruments, contracts and formal documents (other
than certificates of stock) shall be signed by such officer or
officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the
Corporation may be affixed to such instruments and papers
requiring the same as shall have been duly signed and may be
attested by the Secretary or one of the Assistant Secretaries or
by the Treasurer or one of the Assistant Treasurers or by any
other officer.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors; otherwise it shall
be a calendar year.
CORPORATE SEAL
Section 5. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its
organization, and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
VOTING UPON STOCKS
Section 6. Unless otherwise ordered by the Board of
Directors or Executive Committee, the President, the Executive
Vice President or any of the Vice Presidents authorized thereto
in writing by the President shall have full power and authority
in behalf of the Corporation to attend and to act and to vote, or
to give, on behalf of the Corporation a proxy to attend and to
act and to vote at any meeting of the stockholders of any
corporation in which the Corporation may hold stock, and at such
meeting he or such proxy shall possess any may exercise, for the
purpose of such meeting, any and all the rights and powers
incident to the ownership of said stock, and which as the owner
thereof, the Corporation might have possessed and exercised if
present. The Board of Directors or Executive Committee by
resolution from time to time may confer like powers upon any
other person or persons.
ARTICLE IX
AMENDMENTS
Section 1. These By-Laws may be altered or repealed at
any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration or repeal be
contained in the notice of such special meeting; provided,
however, that no change of the time or place of the meeting for
the election of Directors shall be made within sixty days next
before the day on which such meeting is to be held, and that in
case of any change of such time or place, notice thereof shall be
given to each stockholder entitled to vote thereat at least
twenty days before the election is held.