EXHIBIT 3(ii)
NUI Corporation
Incorporated Under the Laws of the
State of New Jersey
AMENDED AND RESTATED BY-LAWS
Adopted as of October 24, 1995
ARTICLE I
OFFICES
The principal office of the Company shall be located in the State
of New Jersey. The Board of Directors may change the location of the
principal office of the Company and may from time to time designate
other offices at such other places, either within or without the State
of New Jersey, as the business of the Company may require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting: The Annual Meeting of Shareholders for
the election of Directors and the transaction of any other business as
may properly come before such meeting shall be held at such place as
shall be designated by the Board of Directors, on the second Tuesday of
March of each year at the hour of 10:30 A.M., or on such other day at
such time as shall be designated by the Board of Directors. If said day
be a legal holiday, said meeting shall be held at the same hour on the
next succeeding business day.
Section 2. Special Meetings: Special Meetings of the Shareholders
may be called only by the President of the Company or by the Board of
Directors or as otherwise required by law. Special Meetings shall be
held at such time and place as shall from time to time be designated by
the Board of Directors and stated in the notice of such meeting. At a
Special Meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.
Section 3. Notice of Meetings: Written notice of the place, date
and hour of any Shareholders' meeting, whether annual or special, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called shall be given to each Shareholder entitled to vote
thereat, by mailing the same to the Shareholder at the address of the
Shareholder that appears upon the records of the Company not less than
ten (10) nor more than sixty (60) days prior to the date of such
meeting. Notice of any adjourned meeting need not be given other than by
announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Such further notice, if any, shall be
given as may be required by law.
Section 4. Waiver of Notice: A written waiver of notice signed by
the person entitled to notice, whether before or after the meeting,
shall be deemed equivalent to notice. Attendance of a Shareholder at a
meeting shall constitute a waiver of notice of such meeting, except when
a Shareholder attends a meeting and, prior to the conclusion thereof,
objects to the transaction of any business on the grounds that proper
notice of the meeting was not given.
Section 5. Quorum: Any number of Shareholders, together holding at
least a majority of the capital stock of the Company issued and
outstanding and entitled to vote, present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for all
purposes at a meeting of Shareholders except as may otherwise be
provided by law.
Section 6. Adjournment of Meetings: If at the time for which a
meeting of Shareholders has been called less than a quorum is present,
the meeting may be adjourned to another time or place by a majority vote
of the Shareholders present in person or by proxy and entitled to vote
thereat, without notice other than by announcement at the meeting except
as may otherwise be required by law. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 7. Voting: Each Shareholder entitled to vote at a meeting
of the Shareholders shall be entitled to one vote for each share of
stock registered in such Shareholder's name on the books of the Company
on the date fixed as the record date for the determination of its
Shareholders entitled to vote. In accordance with the New Jersey
Business Corporation Act, each Shareholder entitled to vote at a meeting
of Shareholders may authorize another person or persons to act for him
by proxy, duly appointed by instrument in writing subscribed by such
Shareholder. Said proxy shall not be valid for more than eleven (11)
months unless a longer time is expressly provided therein. At all
meetings of Shareholders all matters shall be determined by a majority
vote of the Shareholders entitled to vote thereat present in person or
represented by proxy except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws.
Section 8. Notice Of Shareholder Nominations And Proposed Business:
(1) At any annual meeting of the Shareholders, (i)
nominations for the election of directors and (ii) business to
be brought before any such Shareholders' meeting may only be
made or proposed (a) pursuant to the Company's notice of meet-
ing, (b) by or at the direction of the Board of Directors or
(c) by any Shareholder of the Company who is a Shareholder of
record at the time of giving of the notice provided for in
this By-law, who shall be entitled to vote at such meeting and
who complies with the notice procedures set forth in this By-
law.
(2) Any Shareholder may nominate one or more persons for
election as directors at a Shareholders' meeting or propose
business to be brought before a Shareholders' meeting, or
both, pursuant to clause (c) of paragraph 1 of this By-law,
only if the Shareholder has given timely notice thereof in
proper written form to the Secretary of the Company. To be
timely, a Shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company
not less than 90 days nor more than 120 days prior to the
Shareholders' meeting; provided, however, that if less than
100 days' notice or other prior public disclosure of the date
of the meeting is given or made to the Shareholders, notice by
the Shareholder to be timely must be received no later than
the close of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was mailed
or other public disclosure was made. To be in proper written
form a Shareholder's notice to the Secretary shall set forth
as to each matter the Shareholder proposes to bring before the
meeting:
(a) a brief description of the business proposed and/or
persons nominated, as applicable, and the reasons for
proposing such business or making such nomination;
(b) the name and address, as they appear on the Company's
books, of the Shareholder proposing such business or
making such nomination, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is
made;
(c) the class or series and number of shares of the
Company which are owned beneficially and of record by
such Shareholder of record and by the beneficial owner,
if any, on whose behalf the proposal is made;
(d) with respect to any nomination, (i) a description of
all arrangements and understandings between the
Shareholder proposing such nomination and each nominee
and any other person or persons (naming such person or
persons) in connection with the nomination or nominations
are to be made, (ii) the name, age, business address and
residence address of such nominee, (iii) the class or
series and number of shares of capital stock of the
Company owned beneficially and of record by such nominee,
(iv) the written consent of the proposed nominee to being
named in the solicitation material and to serving as a
director if elected and (v) a representation that such
Shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in the notice;
(e) with respect to any business to be proposed, (i) a
description of all arrangements or understandings between
the Shareholder proposing such business and any other
person or persons (naming such person or persons) in
connection with the proposal of such business by such
Shareholder and any material interest of such Shareholder
in such business and (ii) a representation that such
Shareholder intends to appear in person or by proxy at
the meeting to bring such business before the meeting;
and
(f) such other information regarding each nominee or
matter of business to be proposed as would be required to
be included in solicitations of proxies, or is otherwise
required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended.
(3) Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at any Shareholders'
meeting and no Shareholder may nominate any person for
election at any Shareholders' meeting except in accordance
with the procedures set forth in this By-law. The Chairman of
the meeting shall, if the facts warrant, determine and declare
to the meeting that any proposed business and/or any proposed
nomination for election as director was not properly brought
or made before the meeting or made in accordance with the
procedures prescribed by these By-laws, and if he should so
determine, he shall so declare to the meeting and any such
proposed business or proposed nomination for election as
director not properly brought before the meeting or made shall
not be transacted or considered.
ARTICLE III
DIRECTORS
Section 1. Qualifications: Directors need not be Shareholders and
need not be citizens of the United States or residents of New Jersey.
Section 2. Duties and Powers: The business and affairs of the
Company shall be managed by or under the direction of the Board of
Directors, and, unless the vote of a greater number is required by law,
the Certificate of Incorporation or these By-Laws, the vote of the
majority of the Directors present at a meeting shall be the act of the
Board of Directors in the transaction of business, provided a quorum is
present. The Directors may exercise all such powers of the Company and
do all such lawful acts and things as they may deem proper and as are
consistent with law, the Certificate of Incorporation and these By-Laws.
Section 3. Election: Directors shall be elected by the Shareholders
at the Annual Meeting of Shareholders to hold office for the term
elected and until their respective successors are elected and qualified
or until their earlier resignation or removal. If the election of
Directors shall not be held on the day designated by or pursuant to
authority granted in these By-Laws, the Directors shall cause the same
to be held as soon thereafter as may be convenient.
(a) Except as otherwise fixed pursuant to Article VI of the
Certificate of Incorporation relating to the rights of the holders of
any class or series of preferred stock having a preference over the
common stock as to dividends or upon liquidation, or to elect additional
Directors under specified circumstances, the Board of Directors shall
consist of not less than eight (8) nor more than twenty-five (25)
persons; provided, however, that the authorized number of Directors may
be changed to any number between eight (8) and twenty-five (25) from
time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized
Directors (whether or not there exist any vacancies in previously
authorized Directorships at the time any such resolution is presented to
the Board for adoption).
(b) The Directors (other than those who may be elected by the
holders of any class or series of preferred stock having a preference
over common stock as to dividends or upon liquidation) shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible, one
class to hold office initially for a term expiring at the annual meeting
of Shareholders to be held in 1992, another class to hold office
initially for a term expiring at the annual meeting of Shareholders to
be held in 1993, and another class to hold office initially for a term
expiring at the annual meeting of Shareholders to be held in 1994, with
the members of each class to hold office until their successors are
elected and qualified. At each annual meeting of the Shareholders of the
Company, the successors to the class of Directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the
annual meeting of Shareholders held in the third year following the year
of their election. The election of Directors need not be by ballot.
(c) Except as otherwise fixed pursuant to the provisions of
Article VI of the Certificate of Incorporation relating to the rights of
the holders of any class or series of preferred stock having a
preference over the common stock as to dividends or upon liquidation to
elect Directors under specified circumstances, newly created
Directorships resulting from any increase in the authorized number of
Directors or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or
other cause may be filled only by a majority vote of the Directors then
in office, though less than a quorum of the Board of Directors. If any
applicable provision of New Jersey law expressly confers power on
Shareholders to fill such a Directorship at a special meeting of
Shareholders, such a Directorship may be filled at such a meeting only
by the affirmative vote of at least 75 percent of the then-outstanding
shares of the voting stock, voting together as a single class (it being
understood that for all purposes of this Section 3 and compliance with
Article XI of the Certificate of Incorporation, each share of the voting
stock shall have the number of votes granted to it pursuant to Article
VI of the Certificate of Incorporation or any resolution or resolutions
of the Board of Directors pursuant to authority expressly granted to and
vested in it by the provisions of Article VI of the Certificate of
Incorporation). Any Director elected in accordance with the two
preceding sentences shall hold office for the remainder of the full term
of the class of Directors in which the new Directorship was created or
the vacancy occurred and until such Director's successor shall have been
elected and qualified. No decrease in the number of authorized Directors
constituting the entire Board of Directors shall shorten the term of any
incumbent Director.
(d) Subject to the rights of the holders of any class or series of
preferred stock having preference over the common stock as to dividends
or upon liquidation or to elect Directors under specified circumstances,
any Director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote
of the holders of at least 75 percent of all of the then-outstanding
shares of the voting stock, voting together as a single class. The
Company must notify the Director of the grounds of his impending removal
and the Director shall have an opportunity, at the expense of the
Company, to present his defense to the Shareholders by a statement which
accompanies or precedes the Company's solicitation of proxies to remove
him.
Section 4. Resignation of Directors: Any Director may resign at any
time upon written notice to the Company. Such resignation shall take
effect at the time specified therein, and if no time be specified, at
the time of its receipt by the Chairman of the Board, if any, the Chief
Executive Officer, if any, the President or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective,
unless so specified therein.
Section 5. Meetings: The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any
business immediately after the Annual Meeting of the Shareholders,
provided a quorum is present. Other regular meetings may be held at such
times as may be determined from time to time by resolution of the Board
of Directors. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board, if any, the Chief Executive
Officer, if any, by the President or by a majority of the Directors then
in office, though less than a quorum of the Board of Directors.
Section 6. Notice and Place of Meetings: Regular meetings of the
Board of Directors may be held at such time and place as shall be
designated by resolution of the Board of Directors. No notice need be
given of any regular meeting of the Board. Notice of any special meeting
specifying the time and place of such meeting and the business to be
transacted thereat shall be served upon each Director by mail at his
residence or usual place of business at least two (2) days before the
day on which such meeting is to be held, or sent to him at such place by
telegraph, cable, electronic communication or transmitted by way of a
guaranteed overnight courier service, or delivered personally or by
telephone not later than 24 hours prior to the time at which the meeting
is to be held. No notice of the annual meeting shall be required if held
immediately after the annual meeting of the Shareholders and if a quorum
is present. Notice of a meeting need not be given to any Director who
submits a signed waiver of notice before or after the meeting, nor to
any Director who attends the meeting without protesting, prior to the
conclusion thereof, the lack of notice.
Section 7. Business Transacted at Meetings: Any business may be
transacted and any corporate action may be taken at any regular meeting
of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting
or not, unless special notice of such business or proposed action shall
be required by law.
Section 8. Quorum: A majority of the entire Board of Directors then
in office shall be necessary to constitute a quorum for the transaction
of business. If a quorum is not present at a meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting
to such time and place as they may determine without notice other than
announcement at the meeting until enough Directors to constitute a
quorum shall attend. When a quorum is once present to organize a
meeting, it shall not be broken by the subsequent withdrawal of any
Directors.
Section 9. Loans to and Guarantees for Directors: The Corporation
may lend money to, or guarantee any obligation of, or otherwise assist,
any Officer or other employee of the Corporation or of any subsidiary
who is also a Director of the Corporation whenever, in the judgment of
the Board of Directors, such loan, guarantee or assistance may
reasonably be expected to benefit the Corporation and such loan,
guarantee or other assistance is authorized by a majority of the entire
Board of Directors. The Director who is to be loaned money, or whose
obligation is to be guaranteed, or who is otherwise to be assisted by
the Corporation, shall abstain from voting on such authorization.
Section 10. Action Without A Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all members of the
Board or such committee, as the case may be, consent in writing to the
adoption of a resolution authorizing the action. Such resolutions and
the written consents thereto by the members of the Board or a committee
shall be filed with the minutes of the proceedings of the Board or such
committee as the case may be.
Section 11. Participation By Telephone: Any one or more members of
the Board or any committee thereof may participate in a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
Section 12. Compensation: The Board of Directors may establish by
resolution reasonable compensation of all Directors for services to the
Company as Directors, including a fixed fee, if any, incurred in
attending each meeting. Nothing herein contained shall preclude any
Director from serving the Company in any other capacity, as an officer,
agent or otherwise, and receiving compensation therefor.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee: The Board of Directors, by
resolution passed by a majority of the entire Board then in office, may
designate five (5) or more Directors to constitute an Executive
Committee to hold office at the pleasure of the Board, which Committee
shall, during the intervals between meetings of the Board of Directors,
have and exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Company, subject only to
such restrictions or limitations as the Board of Directors may from time
to time specify, or as limited by the New Jersey Business Corporation
Act, and shall have power to authorize the seal of the Company to be
affixed to all instruments which may require it. Any member of the
Executive Committee may be removed at any time, with or without cause,
by a resolution of a majority of the entire Board of Directors then in
office. Any person ceasing to be a Director shall ipso facto cease to be
a member of the Executive Committee. Any vacancy in the Executive
Committee occurring from any cause whatsoever may be filled from among
the Directors by a resolution of a majority of the entire Board of
Directors then in office.
Section 2. Other Committees: Other committees, whose members are to
be Directors, may be appointed by the Board of Directors, which members
shall hold office for such time and have such powers and perform such
duties as may from time to time be assigned to them by the Board of
Directors. Any member of such a committee may be removed at any time,
with or without cause, by a majority of the Board of Directors then in
office. Any vacancy in a committee occurring from any cause whatsoever
may be filled by a majority of the Board of Directors then in office.
Section 3. Resignation: Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of
its receipt by the Chairman of the Board, if any, the Chief Executive
Officer, if any, the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective unless so
specified therein.
Section 4. Quorum: A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a
committee present at any meeting at which a quorum is present shall be
the act of such committee. The members of a committee shall act only as
a committee, and the individual members thereof shall have no powers as
such.
Section 5. Record of Proceedings: Each committee shall keep a
record of its acts and proceedings and shall report the same to the
Board of Directors at its next meeting following such Committee meeting.
Section 6. Organization, Meetings. Notices: A committee may hold
its meetings at the principal office of the Company, or at any other
place upon which a majority of the committee may at any time agree. Each
committee may make such rules as it may deem expedient for the
regulation and carrying on of its meetings and proceedings. Notice of a
special meeting of such Committee may be given by the Secretary or by
the chairman of the Committee and shall be sufficiently given if mailed
to each member at his residence or usual place of business at least five
(5) days before the day on which the meeting is to be held, or if sent
to him at such place by telegraph, cable, electronic communication or
delivered personally or by telephone not later than 24 hours prior to
the time at which the meeting is to be held.
Section 7. Compensation: The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of
the Board of Directors.
ARTICLE V
OFFICERS
Section 1. Number: The Officers of the Company shall be a
President, a Secretary and a Treasurer and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article
V. The Board of Directors, in its discretion, may also elect a Chairman
of the Board of Directors or a Chief Executive Officer or both.
Section 2. Election. Term of Office and Qualifications: The
Officers, except as provided in Section 3 of this Article V, shall be
elected annually by the Board of Directors immediately after the Annual
Meeting of Shareholders. Each such Officer shall, except as herein
otherwise provided, hold office until the election and qualification of
his successor or until his earlier resignation or removal. Any two or
more offices may be held by the same person, except the offices of the
President and Secretary.
Section 3. Other Officers: Other Officers, including, but not
limited to, one or more Vice-Chairmen, divisional Officers, Executive
Vice Presidents, Senior Vice Presidents, Vice-Presidents, Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, may
from time to time be appointed by the Board of Directors, which other
officers shall have such powers and perform such duties as may be
assigned to them by the President unless otherwise directed by the
Board. All such Officers shall be corporate Officers of the Company with
the power to bind the Company by acts within the scope of their
authority.
Section 4. Removal of Officers: Any Officer of the Company may be
removed from office, with or without cause, by a vote of a majority of
the Board of Directors then in office. The removal of an Officer shall
be without prejudice to his contract rights, if any. Election or
appointment of an Officer shall not of itself create contract rights.
Section 5. Resignation: Any Officer of the Company may resign at
any time. Such resignation shall be 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 Secretary. The acceptance of a resignation shall not
be necessary in order to make it effective, unless so specified therein.
Section 6. Filling of Vacancies: A vacancy in any office shall be
filled by the Board of Directors.
Section 7. Compensation: The compensation of the Officers shall be
fixed by the Board of Directors, or by any committee or Officer upon
whom power in that regard may be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors: The Chairman of the
Board of Directors, if one is elected, shall be a Director and shall
preside at all meetings of the Board of Directors and of the
Shareholders at which the Chairman shall be present. In the absence of
the Chairman of the Board, the Director or Officer designated by the
Chairman shall perform and carry out the functions of the Chairman of
the Board.
Section 9. President: The President shall, subject only to the
direction and control of the Board of Directors or the Executive
Committee, have responsibility for the general management of the
business affairs and property of the Company, and of its several
Officers, and shall, subject only as aforesaid, have and exercise all
such powers and discharge such duties as usually pertain to the office
of President. The President shall perform such duties as may be assigned
from time to time by the Board of Directors.
Section 10. Chief Executive Officer: The Chief Executive Officer,
if one is elected, shall have such duties and responsibilities and shall
report to such persons as the Board of Directors shall determine from
time to time.
Section 11. Secretary: The Secretary shall attend all meetings of
the Board of Directors and of the Shareholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose,
and shall perform like duties for any committee appointed by the Board.
The Secretary shall give or cause to be given notice of all meetings of
Shareholders and special meetings of the Board of Directors and shall
perform such other duties as may be prescribed by the President or the
Board of Directors. The Secretary shall keep in safe custody the seal of
the Company and affix it to any instrument when so authorized by the
Board of Directors. In the absence of a Secretary, an Assistant
Secretary may act in the Secretary's place.
Section 12. Treasurer: 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 Company and
shall deposit all monies and other valuable effects in the name and to
the credit of the Company in such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors at the
regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial
condition of the Company. The Treasurer may be required to give bond for
the faithful discharge of his duties. In the absence of a Treasurer, an
Assistant Treasurer may act in his place. The Treasurer shall perform
such other duties as may be prescribed by the President or the Board of
Directors.
ARTICLE VI
CAPITAL STOCK
Section 1. Issue of Certificates of Stock: Certificates of
capital stock shall be in such form as shall be approved by the Board of
Directors. The Board of Directors may also provide that some or all of
the shares of any class or series shall be represented by uncertificated
shares. Certificated shares shall be numbered in the order of their
issue, and shall be signed, either manually or by facsimile signature,
by either the Chairman of the Board or the President or the Secretary
and the seal of the Company or a facsimile thereof shall be impressed,
affixed or reproduced thereon. In case any Officer or Officers who shall
have signed any such certificate or certificates shall cease to be such
Officer or Officers of the Company, whether because of death,
resignation or otherwise, before such certificate or certificates shall
have been delivered by the Company, such certificate or certificates may
nevertheless be adopted by the Company and be issued and delivered as
though the person or persons who signed such certificate or certificates
have not ceased to be such Officer or Officers of the Company.
Section 2. Registration and Transfer of Shares: The name of each
person owning a share of the capital stock of the Company shall be
entered on the books of the Company together with the number of shares
held by such person, the numbers of the certificates covering such
shares and the dates of issue of such certificates. The shares of stock
of the Company shall be transferable on the books of the Company by the
holders thereof in person, or by their duly authorized attorneys or
legal representatives, on surrender and cancellation of certificates for
a like number of shares, accompanied by an assignment of power of
transfer endorsed thereon or attached thereto, duly executed, and with
such proof of the authenticity of the signature as the Company or its
Agents may reasonably require. A record shall be made of each transfer.
The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates of
stock.
Section 3. Lost, Destroyed and Mutilated Certificates: The holder
of any stock of the Company shall immediately notify the Company of any
loss, theft, destruction or mutilation of the certificates thereof. The
Company may issue a new certificate of stock in the place of any
certificate theretofore issued by it alleged to have been lost, stolen
or destroyed, and the Board of Directors or its agent may, in its
discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representatives, to give the Company a bond,
in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any
claim that may be made against it in connection with the issue of such
new certificate.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year: The fiscal year of the Company shall
commence on the first day of October and end on the last day of
September.
Section 2. Corporate Seal: The corporate seal shall be in such
form as approved by the Board of Directors and may be altered at its
pleasure. The corporate seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
Section 3. Notices: Except as otherwise expressly provided, any
notice required by these By-Laws to be given shall be sufficient if
given by depositing the same in a post office or letter box in a sealed
wrapper with first-class postage prepaid thereon and addressed to the
person entitled thereto at his address, as the same appears upon the
books of the Company, or by electronically communicating the notice to
such person at such address or by transmitting the same by way of a
guaranteed overnight courier service; and such notice shall be deemed to
be given at the time it is mailed, electronically communicated or so
transmitted.
Section 4. Contracts, Checks, Drafts: The Board of Directors,
except as may otherwise be required by law, may authorize any Officer or
Officers, Agent or Agents, in the name of and on behalf of the Company
to enter into any contract or execute or deliver any instrument. All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Company, shall be
signed by such Officer or Officers, Agent or Agents of the Company, and
in such manner as shall be designated from time to time by resolution of
the Board of Directors.
Section 5. Deposits: All funds of the Company shall be deposited
from time to time to the credit of the Company in such bank or banks,
trust companies or other depositories as the Board of Directors may
select, and, for the purpose of such deposit, checks, drafts, warrants
and other orders for the payment of money which are payable to the order
of the Company, may be endorsed for deposit, assigned and delivered by
any Officer of the Company, or by such Agents of the Company as the
Board of Directors, the Chairman of the Board, if any, the Chief
Executive Officer, if any, or the President may authorize for that
purpose.
Section 6. Voting Stock of Other Companies: Except as otherwise
ordered by the Board of Directors or the Executive Committee, the
Chairman of the Board, if any, the Chief Executive Officer, if any, or
the President shall have full power and authority on behalf of the
Company to attend and to act and to vote at any meeting of the
Shareholders of any corporation of which the Company is a shareholder
and to execute a proxy to any other person to represent the Company at
any such meeting, and at any such meeting the Chairman of the Board, if
any, the Chief Executive Officer, if any, or the President or the holder
of any such proxy, as the case may be, shall possess and may exercise
any and all rights and powers incident to ownership of such stock and
which, as owner thereof, the Company might have possessed and exercised
if present. The Board of Directors or the Executive Committee may from
time to time confer like powers upon any other person or persons.
ARTICLE VIII
AMENDMENTS
Except as set forth in the final sentence of this ARTICLE VIII,
these By-Laws may be altered, amended or repealed by the affirmative
vote of a majority of the entire Board of Directors then in office.
These By-Laws may also be altered, amended or repealed by the
Shareholders, but only by an affirmative vote of the holders of at least
75 percent of all the then-outstanding shares of the voting stock,
voting together as a single class. Any By-Law may provide that it may
only be altered, amended or repealed by the affirmative vote of the
holders of at least 75 percent of all the then-outstanding shares of the
voting stock, voting together as a single class, in which event such
By-Law may only be altered, amended or repealed by such vote.