Exhibit 3(ii)
NUI Corporation
Incorporated Under the Laws of the
State of New Jersey
AMENDED AND RESTATED BY-LAWS
Adopted as of September 23, 1997
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 fourth Tuesday
of January 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 meeting, (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.