NEW BRUNSWICK SCIENTIFIC CO., INC.
BY-LAWS
(AS AMENDED AND RESTATED ON MAY 27, 2003)
ARTICLE I OFFICES
SECTION 1. Registered Office. The registered office of the corporation
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shall be at 44 Talmadge Road, Edison, New Jersey.
SECTION 2. Other Offices. The corporation may have such other offices
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either within or without the state as the Board of Directors may designate or as
the business of the corporation may require from time to time.
ARTICLE II SEAL
SECTION 1. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its creation and the words "Corporate Seal, New
Jersey".
ARTICLE III SHAREHOLDERS' MEETING
SECTION 1. Meeting Location. All meetings of the shareholders shall be
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held at the corporation's registered office, or at such other place or
places either within or without the State of New Jersey as may from time to time
be selected by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of shareholders shall be
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held on the fourth Tuesday of May in each year if not a 1egal holiday, and if a
legal holiday, then on the next full business day following at 10:00 o'clock
A.M. when they shall elect, by a plurality vote, persons to serve on the Board
of Directors, and transact such other business as may properly be brought before
the meeting.
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SECTION 3. Scheduling Annual Meeting Date. If the annual meeting for
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election of directors in not held on the day designated therefor, the directors
shall cause the meeting to be held as soon thereafter as convenient.
SECTION 4. Special Meetings. Special meetings of the shareholders may
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be called by the Chairman of the Board or the Board of Directors.
SECTION 5. Notice of Shareholders' Meetings. Written notice of the
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time, place and purpose or purposes of every meeting of shareholders shall be
given not less 10 days than nor more than sixty days before the date of the
meeting, either personally or by mail, to each shareholder of record entitled to
vote at the meeting, unless a greater period of notice is required by statute in
a particular case.
SECTION 6. Fixing Record Date. When a meeting is adjourned to another
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time or place, it shall not be necessary to give notice of the adjourned meeting
if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken and at the adjourned meeting only such
business is transacted as might have been transacted at the original meeting.
However, if after the adjournment, the Board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date.
SECTION 7. Waiver of Notice. Notice of a meeting need not be given to
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any shareholder who signs a waiver of such notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
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SECTION 8. Waiver of Waiting Period. Whenever shareholders are
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authorized to take any action after the lapse of a prescribed period of time,
the action may be taken without such lapse if such requirement is waived in
writing, in person or by proxy, whether before or after the meeting, taking of
such action by every shareholder entitled to vote thereon and at the date of the
taking of such action.
SECTION 9. Fixing Record Date. For the purposes of determin-ing the
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shareholders entitled to notice of, or to vote, at any meeting of shareholders
or any adjournment thereof, or for the purpose of determining shareholders
entitled to receive payment of any dividend or allotment of any right, or for
the purpose of any other action, the Board may fix in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.
If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the day next preceding the day on which notice in
given, or, if no notice is given, the day next preceding the day on which the
meeting is held, and the record date for determining shareholders for any other
purpose shall be at the close of business on the date on which the resolution of
the board relating thereto is adopted.
When a determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders, has been made as provided in this Section,
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date under this section for the adjourned meeting.
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SECTION 10. Voting List. The officer or agent having charge of the
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stock transfer books for shares of the corporation shall make and certify a
complete list of shareholders entitled to vote at a shareholders' meeting or any
adjournment thereof. Such list shall be arranged a1phabetically within
each class and series, with the address of, and the number of shares held by
each shareholder; be produced at the time and place of the meeting; be subject
to the inspection of any shareholder during the whole time of the meeting; and
be prima facie evidence as to who are the shareholders entitled to examine such
list or to vote at any meeting.
If the requirements of this Section have not been complied with, the
meeting shall, on the demand of any shareholder in person or by proxy, be
adjourned until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.
SECTION 11. Quorum. Unless otherwise provided in the Certificate of
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Incorporation or by statute, the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting. The
shareholders present in person or by proxy at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Less than a quorum may adjourn
the meeting.
Whenever the holders of any class or series of shares are entitled to vote
separately on a specified item of business, the provisions of this section shall
apply to determining the presence of a quorum of such class or series for the
transaction of such specified item of business.
SECTION 12. Voting. Each holder of shares with voting rights shall be
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entitled to one vote for each such share registered in his name, except as
otherwise provided in the Certificate of Incorporation. Whenever any action,
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other than the election of directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereof,
unless a greater plurality is required by statute or by the Certificate of
Incorporation.
Every shareholder entitled to vote at a meeting of shareholders may
authorize another person or persons to act for him by proxy. Every proxy shall
be executed in writing by the shareholder or his agent. No proxy shall be valid
after eleven months from the date of its execution, unless a longer time is
expressly provided therein, but in no event shall a proxy be valid after three
years from the date of execution. Unless it is coupled with an interest, a
proxy shall be revocable at will. A proxy shall not be revoked by the death or
incapacity of the shareholder, but such proxy shall continue in force until
revoked by the personal representative or guardian of the shareholder. The
presence at any meeting of any shareholder who has given a proxy shall not
revoke such proxy unless the shareholder shall file written notice of such
revocation with the secretary of the meeting prior to the voting of such proxy.
SECTION 13. Election of Directors. At each election of directors every
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shareholder entitled to vote at such election shall have the right to vote
the number of shares owned by him for as many persons as there are directors to
be elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation. A sufficient number of candidates
for election as directors of the corporation shall be "independent" directors
(as defined in applicable regulations of the United States Securities and
Exchange Commission ("SEC") and/or in applicable listing standards of NASDAQ or
other self-regulatory organization on whose market the shares of the common
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stock of the corporation are listed, as the case may be) so as to permit the
composition of the Board to meet applicable regulations and/or listing standard
percentage requirements for independent directors.
Elections of directors need not be by ballot unless a shareholder demands
election by ballot at the election and before the voting begins.
SECTION 14. Inspectors of Election. The Board may, in advance of any
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shareholder meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed or shall fail to
qualify, the person presiding at the meeting may, and on the request of any
shareholder entitled to vote thereat shall, make such appointment.
Each inspector, before entering upon the discharge of his duties shall take
and sign an oath faithfully to execute the duties of inspector at the meeting
with strict impartiality and according to the best of his ability. No person
shall be elected a director at a meeting at which he has served as an inspector.
ARTICLE IV DIRECTORS
SECTION 1. The business of this corporation shall be conducted by its
Board of Directors, which shall consist of not less then three nor more than 10
directors, and the exact number of directors shall be determined from time to
time by resolution adopted by affirmative vote of a majority of the entire Board
of Directors. A sufficient number of the directors shall be independent
directors (as defined in applicable regulations and/or listing standards, as
applicable as described in Article III, Section 13 of these By-Laws) so that the
composition of the Board meets applicable regulatory and/or listing standard
percentage requirements for independent directors. The directors shall be
divided into three classes designated Class I, Class II, and Class III. Each
class shall consist as nearly as may be possible, of one-third of the total
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number of directors constituting the entire Board of Directors. At each annual
meeting of shareholders, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year term. It the number of
directors is changed, any increase and decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, although less than a quorum, or by a sole remaining
director. Any directors elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor.
SECTION 2. Regular Meetings. Regular meetings of the Board shall be
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held without notice immediately after the Annual Meeting of Shareholders at the
registered office of the corporation, or at such other time and place as shall
be determined by the Board.
SECTION 3. Quorum. A majority of the entire Board, or of any committee
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thereof, as then constituted, shall constitute a quorum for the transaction of
business, and the act of the majority present at a meeting at which a quorum is
present shall be the act of the Board or of the committee.
SECTION 4. Action Without Meeting. Any action required or permitted to
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be taken pursuant to authorization voted at a meeting of the Board or any
committee thereof, may be taken without a meeting if, prior or subsequent to
such action, all members of the Board or of such committee, as the case may be,
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consent thereto in writing and such written consents are filed with the minutes
of the proceedings of the Board or committee.
SECTION 5. Special Meetings. Special meetings of the Board may be
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called by the Chairman of the Board, or the majority of the Board on three days'
notice to each director, personally, by mail, facsimile transmission, e-mail or
other reasonable method.
SECTION 6. Waiver of Notice. Notice of any meeting need not be given
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to any director who signs a waiver of notice, whether before or after the
meeting. The attendance of any director at a meeting without protesting prior
to the conclusion of the meeting the lack of notice of such meeting shall
constitute a waiver of notice by him. Neither the business to be transacted at,
nor the purposes of, any meeting of the Board need be specified in the notice or
waiver of notice of such meeting. Notice of an adjourned meeting need not be
given if the period of adjournment does not exceed ten days in any one
adjournment.
SECTION 7. Executive Sessions of the Board of Directors. Executive
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sessions of the Board of Directors may be called at any time by at least two
independent directors (as described in Article III, Section 13) on three day's
notice to each other independent director, personally, by mail, facsimile
transmission, e-mail or other reasonable method. The independent directors may
also establish a schedule of pre-called executive sessions of the independent
directors which may, but need not, be held before or after a regular meeting of
the Board. The independent directors may adopt procedures for conducting
executive sessions and may make arrangements they deem appropriate to provide
some record of their sessions. Notice of any executive session need not be
given to any independent director who signs a waiver of notice, whether before
or after the session. Notice of an executive session need not specify the
purpose of, or topics to be covered at, the executive session. Attendance by an
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independent director at an executive session, without protesting the lack of
notice of the session, shall constitute a waiver of notice by that independent
director.
SECTION 8. Powers of Directors. The Board of Directors shall manage
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the business of the corporation. In addition to the powers and authorities
expressly conferred upon them by these By-Laws, the Board may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by these By-Laws directed or required to be exercised or done by the
shareholders.
SECTION 9. Compensation of Directors. The Board, by the affirmative
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vote of a majority of directors in office and irrespective of any personal
interest of any of them, shall have authority to establish reasonable
compensation of directors for services to the corporation as directors,
officers, or otherwise.
SECTION 10. Committees of the Board of Directors.
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A. The Board of Directors, by resolution adopted by a majority of the
entire Board, shall appoint from among its members the following committees:
1. An Executive Committee, which shall be comprised of at least
three members of the Board of Directors, one of whom shall be the Chairman of
the Board. The Executive Committee shall be the decision-making body of the
Board of Directors during the period between the meetings of the Board of
Directors. Board approval of the actions of the Executive Committee shall not
be required.
2. An Audit Committee, which shall be comprised of at least three
members of the Board of Directors each of whom is an independent director and
who otherwise meet applicable SEC regulatory requirements and/or listing
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standard requirements of any self-regulatory organization on whose market the
shares of common stock of the corporation are listed. Each member of the Audit
Committee shall meet requirements for service on an audit committee set forth in
applicable SEC regulations and/or self-regulatory organization listing
standards. In addition, the Audit Committee shall have as a member one or more
Audit Committee Financial Experts as required under applicable SEC regulations
and/or self-regulatory listing standards. The Audit Committee shall be
responsible for matters pertaining to the corporation's financial statements and
internal disclosure and financial controls and otherwise discharge the
obligations imposed on an audit committee by applicable SEC regulations and/or
self-regulatory listing standards.
3. A Nominating Committee, which shall be comprised of at least
three members of the Board of Directors each of whom is an independent director
and who otherwise meet applicable SEC regulatory requirements and/or listing
standard requirements of any self-regulatory organization on whose market the
shares of common stock of the corporation are listed. The Committee shall
evaluate prospective candidates for election to the Board of Directors and
recommend nominees for consideration at the annual meeting.
4. A Corporate Governance and Compensation Committee, which shall
be comprised of at least three members of the Board of Directors each of whom is
an independent director and who otherwise meet applicable SEC regulatory
Exh 3.b 10
requirements and/or listing standard requirements of any self-regulatory
organization on whose market the shares of common stock of the corporation are
listed. The Committee shall have responsibility for reviewing all corporate
governance matters, including both governance structures and personnel, and
shall make recommendations to the Board of Directors responsive to governance
matters, including those required by regulatory changes. The Committee shall
also review the corporation's policies concerning employment, compensation and
deferred compensation including pension benefits and stock option plans, and
make recommendations as to the application and modifications to such policies.
B. If deemed advisable, the Board of Directors, by resolution adopted
by a majority of the entire Board, may appoint from among its members additional
committees, with the members and the purpose of each such committee to be
established by resolution of the Board.
C. Each of the committees established under subparagraphs A and B shall
have and may exercise all of the authority of the Board, to the extent granted
to each such committee, except that no such committee shall:
1. make, alter or repeal any By-Law of the corporation;
2. elect or appoint any director, or remove any officer or
director;
3. submit to shareholders any action that requires shareholders'
approval; or
4. amend or repeal any resolution theretofore adopted by the
Board.
D. Action taken at a meeting of any committee established under
subparagraphs A and B shall be reported to the Board at its next meeting
following such committee meeting; except that, (i) when the meeting of the Board
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is held within two days after the committee meeting, such report shall, if not
made at the first meeting, be made to the Board at its second meeting following
such committee meeting and (ii) actions taken by the Audit Committee need not be
reported if such a report would, in the reasonable judgment of the Audit
Committee, compromise the Audit Committee in discharging its obligations under
applicable SEC regulations and/or self-regulatory organization listing
standards.
SECTION 11. Conduct of Meetings. Any meeting of the Board, an
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executive session of independent directors, or a meeting of any committee may
include participation by any director, independent director or committee member,
as the case may be, not physically present who is able to participate in a
meaningful way in all or any part of the meeting through the use of means of
communication to the fullest extent authorized by New Jersey corporation law.
ARTICLE V OFFICERS
SECTION 1. Officers. The officers of the corporation shall consist of
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a Chairman of the Board, a President, a Secretary, a Treasurer, and, if desired,
a Vice Chairman of the Board, a Chief Executive Officer, one or more Vice
Presidents, and such other officers as may be required. They shall be annually
chosen by the Board of Directors and shall hold office for one year and until
their successors are chosen and quality. The Board may also choose such
employees and agents as it shall deem necessary, who shall hold their offices
for such terms and shall have such authority and shall perform such duties as
from time to time shall be prescribed by the Board.
Any two or more offices may be held by the same person but no officer shall
execute, acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by these By-Laws to be executed, acknowledged,
or verified by two or more officers.
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SECTION 2. Compensation. The compensation of all executive officers
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(as specified in SEC regulations) of the corporation shall be recommended by the
Compensation Committee and approved by the Board of Directors. The
compensation of all other officers and employees shall be approved by management
of the corporation.
SECTION 3. Removal. Any officer elected or appointed by the Board of
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Directors may be removed by the Board with or without cause. An officer elected
by the shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
Board for cause.
SECTION 4. Chairman of the Board. The Chairman of the Board shall
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preside at all meetings of the shareholders and of the directors. The Chairman
of the Board shall lead the Board of Directors in managing the business of the
corporation including devising strategies for profitable growth, The Chairman of
the Board shall chair the executive committee and shall serve as an Ex Officio
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member of other committees established by the Board, except those committees
which by applicable regulation of the SEC and/or applicable listing standards of
a self-regulatory organization on whose market the shares of common stock of the
corporation are listed, may only be composed of independent directors.
SECTION 5. The President. The President shall manage the affairs of the
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corporation in accordance with the law, the corporate By-Laws and the policies
and procedures established by the Board, to optimize growth, profitability and
shareholders' equity of the corporation. The President shall report to the Board
via the Chairman of the Board.
SECTION 6. Secretary. The secretary shall keep full minutes of all
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meetings of the shareholders and directors; he may be an Ex-Officio Secretary of
the Board of Directors; he shall attend all meetings of the Board (but not
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executive sessions of independent directors), shall act as a clerk thereof, and
record all votes and the minutes or all proceedings in a book to be kept for
that purpose; and shall perform like duties for the standing committees when
required. He shall give or cause to be given, notices of all meetings of the
shareholders of the corporation and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board, under whose supervision he shall be.
SECTION 7. Treasurer. The Treasurer shall deposit all moneys and other
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valuable effects in the name and to the credit of the corporation, in such
depositories as may be designated by the Board or Directors. He shall disburse
the funds of the corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render or cause the Vice President,
Finance to render to the Chairman of the Board, President, and Directors, at
the regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer.
SECTION 8. Vice President, Finance. The Vice President, Finance is the
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Chief Financial Officer and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation. He shall render to the
Chairman of the Board, President, and Direc-tors, at the regular or any special
meetings of the Board, an account of the financial condition of the corporation,
and shall submit a full financial report at the annual meeting of the
shareholders.
SECTION 9. Additional Officers. Additional officers may be appointed
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by the Board, including Vice Chairman of the Board, Chief Operating Officer, one
or more Vice Presidents, and such other officers as may be required. They shall
have the responsibility and authority defined in their position descriptions
adopted by the Board's resolution in creating such positions.
Exh 3.b 14
ARTICLE VI VACANCIES, RESIGNATION, REMOVAL
SECTION 1. Director. Subject to further provision in the Certificate
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of Incorporation, any directorship not filled at the annual meeting and any
vacancy, however caused, occurring on the Board may be filled by the affirmative
vote of a majority of the remaining directors even though less than a
quorum of the Board, or by a sole remaining director. When filling a vacancy,
the Board shall give due regard to applicable SEC regulatory and/or
self-regulatory listing standard percentage requirements for independent
directors (as described in Article III, Section 13) on the Board. A director so
elected by the Board shall hold office until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.
SECTION 2. Officers. Any vacancy occurring among the officers, however
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caused, may be filled by the Board of Directors.
SECTION 3. Resignations. Any director or other officer may resign by
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written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall have been
specified in the notice of resignation.
SECTION 4. Removal. So long as the Certificate of Incorpora-tion so
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provides, the Board of Directors shall have the power to remove directors for
cause and to suspend directors pending a final determination that cause exists
for removal. In exercising this power, the Board shall carefully consider the
opinion(s) of all independent directors (as described in Article III, Section
13) who are not the subject(s) of the proposed removal.
ARTICLE VII SHARE CERTIFICATES
SECTION 1. Form. The share certificates of the corporation shall be
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numbered and registered in the transfer records of the corporation as they are
Exh 3.b 15
issued. They shall bear the corporate seal, or a facsimile thereof, and be
signed by the Chairman of the Board and the Secretary.
SECTION 2. Transfers. All transfers of the shares of the corporation
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shall be made upon the books of the corporation by the holder of the shares in
person, or by his legal representative. Share certificates shall be surrendered,
properly endorsed and canceled at the time of transfer.
SECTION 3. Lost Certificates. In the event that a share certificate
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shall be lost, destroyed or mutilated, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
ARTICLE VIII BOOKS AND ACCOUNTS'
SECTION 1. Books and Records. The corporation shall keep books and
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records of account and minutes of the proceedings of the shareholders, Board of
Directors and executive committee, if any. Such books, records and minutes may
be kept outside this State. The corporation shall keep at its registered
office, or at the office of a transfer agent in this State, a record or records
containing the names and addresses of all shareholders, the number, class and
series of shares held by each and the dates when they respectively became the
owners of record thereof, except that in the case of shares listed on a national
securities exchange, the records of the holders of such shares may be kept
at the office of a transfer agent within or without this State.
SECTION 2. Inspection. Any person who shall have been a shareholder of
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record of the corporation for at least six months immediately preceding his
demand, or any person holding, or so authorized in writing by the holders of, at
least five percent of the outstanding shares of any class, upon at least five
Exh 3.b 16
days' written demand shall have the right for any proper purpose to examine in
person or by agent or attorney, during usual business hours, the minutes of the
proceedings of the shareholders and record of shareholders, and to make extracts
therefrom, at the places where the same are kept.
ARTICLE IX MISCELLANEOUS PROVISIONS
SECTION 1. Monetary Disbursements. All checks or demands for money and
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notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
SECTION 2. Fiscal Year. The fiscal year of the corporation shall begin
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on January 1 of each calendar year or on the date otherwise selected from time
to time by the Board of Directors.
SECTION 3. Dividends. The Board of Directors may declare and pay
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dividends upon the outstanding shares of the corporation from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
SECTION 4. Reserve. Before payment of any dividend there may be set
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aside such sum or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such reserve
in the manner in which it was created.
SECTION 5. Giving Notice. Whenever written notice is required to be
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given to any person, it may be given to such person either personally or by
sending a copy thereof through the mail. If notice is given by mail, the notice
Exh 3.b 17
shall be deemed to be given when deposited in the mail addressed to the person
to whom it is directed at his last address as it appears on the records of the
corporation, with postage prepaid thereon, or in the event no address is
available, the notice shall be deemed to have been given when addressed to
general delivery in the area where the person is suspected of residing or when
the corporation has made any other reasonable attempt to give notice to such
person. Such notice shall specify the place, day and hour of the meeting, and
in the case of a shareholders' meeting, the general nature of the business to be
transacted.
In computing the period of time for the giving of any notice required or
permitted by statute, or by the Certificate of Incorporation or these By-Laws or
any resolution of directors of shareholders, the day on which the notice is
given shall be excluded, and the day on which the matter noticed is to occur
shall be included.
Section 6. Gender Designation. The words "He" and "His" when used
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with respect to any person shall include males and females.
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ARTICLE X INDEMNIFICATION
SECTION 1. The corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to an action,
suit or proceeding (whether civil, criminal, administrative or investigative),
by reason of the fact that he is or was a director, officer or employee of the
corporation or serves or served any other enterprise at the request of the
corporation.
Exh 3.b 18
ARTICLE XI LOANS TO OFFICERS, DIRECTORS OR EMPLOYEES
SECTION 1. The corporation may lend money to, or guarantee any
obligation of, or otherwise assist, any non-executive officer (as determined
under applicable SEC regulations) or other employee of the corporation or of any
subsidiary, whenever, in the judgment of the directors, such loan,
guarantee or assistance, may reasonably be expected to benefit the corporation.
The loan, guarantee or other assistance may be made with or without interest,
and may be unsecured, or secured in such manner as the Board shall approve
including, without limitation, a pledge of shares of the corporation, and may be
made upon such other terms and conditions as the board may determine.
ARTICLE XII AMENDMENTS
SECTION 1. The Board of Directors shall have the power to make, alter
and repeal these By-Laws, but By-Laws made by the Board may be altered or
repealed, and new By-Laws may be made, by the shareholders.
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