EXHIBIT (3)(b)
Restated, As Amended Through: June 16, 1995
OIL-DRI CORPORATION OF AMERICA
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BY-LAWS
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ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in Illinois, at such place as may be fixed from
time to time by the board of directors, or at such other place either
within or without the State of Delaware as shall be designated from time to
time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders commencing with the
year 1973 shall be held on the second Tuesday in December, if not a legal
holiday, and if a legal holiday, then on the next secular day following at
2:00 P.M. or at such other date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than fifty days
before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate
of incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state the purpose
or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than fifty
days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section 7. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 8. When a quorum is present at any meeting, the vote of
the holders of a majority of the voting power of the stock present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 9. Unless otherwise specifically provided by statute,
each stockholder shall at every meeting of the stockholders be entitled to
the number of votes provided by the certificate of incorporation for each
share of the capital stock having voting power held by such stockholder.
Section 10. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act
for him by proxy, but no proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.
Section 11. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all of the stockholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; or if the
certificate of incorporation authorizes the action to be taken with the
written consent of the holders of less than all of the stock who would have
been entitled to vote upon the action if a meeting were held, then on the
written consent of the stockholders having not less than such percentage of
the number of votes as may be authorized in the certificate of
incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote
required by statute for the proposed corporate action, and provided that
prompt notice must be given to all stockholders of the taking of corporate
action without a meeting and by less than unanimous written consent.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall serve on the board
shall be not less than five nor more than thirteen. The directors shall be
elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office
until his successor is elected and qualified, or until his earlier
resignation or removal. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and any director so chosen shall hold office
until the next annual election and until his successor is duly elected and
shall qualify, or until his earlier resignation or removal. If there are
no directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute
less than a majority of the whole board (as constituted immediately prior
to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total
number of the shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The Annual Meeting of each newly elected board of
directors shall be held immediately after the close of the Annual
Shareholders Meeting at the places fixed for the Annual Shareholders
Meeting provided a quorum shall be present. In the event such meeting is
not held immediately after such Annual Shareholders Meeting, the meeting
may be held at such time and place as shall be specified in a notice given
as hereinafter provided for special meetings of the board of directors, or
as shall be specified in a written Waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on two days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than the announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee,
or as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or
committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at
the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution, shall have and
may exercise all of the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of
the corporation; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
Section 11. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required. At
all committee meetings a majority of the committee members shall constitute
a quorum for the transaction of business and the act of a majority of the
committee members present at any committee meeting at which there is a
quorum shall be the act of the committee, except as may be otherwise
specifically provided by statute or by the certificate of incorporation.
If a quorum shall not be present at any committee meeting the committee
members present thereat may adjourn the committee meeting from time to
time, without notice other than announcement at the committee meeting,
until a quorum shall be present.
COMPENSATION OF DIRECTORS
Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, such notice shall be in writing
and shall be given in person or by mail to such director or stockholder.
If mailed, such notice shall be addressed to such director or stockholder
at his address as it appears on the records of the corporation, with
postage thereon prepaid, and shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to directors
may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a vice-chairman of
the board, a president, such senior vice-presidents, group vice-presidents
and vice-presidents as the board may choose, a secretary and a treasurer.
The board of directors may also choose one or more assistant secretaries
and assistant treasurers. Any number of officers may be held by the same
person, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a vice-
chairman of the board, president, such senior vice-presidents, group vice-
presidents, and vice-presidents as it may decide appropriate, a secretary
and a treasurer.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem desirable who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers of the corporation shall
be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
THE CHAIRMAN
Section 6. The chairman of the board shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general overall
management of the business of the corporation, shall from time to time
report to the board all matters which, in the chairman's reasonable
judgment, should be brought to the board's attention, and shall see that
all orders and resolutions of the board of directors are carried into
effect. The chairman shall have the same power as the president to sign
all documents of the corporation which the president may be authorized to
sign by these bylaws or by the board of directors. In the absence of the
president, or in the event of his inability or refusal to act, the chairman
shall exercise all powers and discharge all duties of the president, unless
the board of directors shall designate another officer to exercise such
powers and discharge such duties. The chairman shall also perform such
other duties, and exercise such other powers, as may be prescribed by these
bylaws or by the board of directors: he shall vote all shares of stock of
any other corporation standing in the name of this corporation except where
the voting thereof shall be expressly delegated by the board of directors
to some other officer or agent of the corporation, and in general shall
perform all duties incident to the office of chairman of the board and such
other duties as may be prescribed by the board of directors from time to
time.
THE VICE-CHAIRMAN
Section 7. The vice-chairman of the board shall perform such
duties, and have such powers, as may be prescribed from time to time by the
board of directors or the chairman of the board.
THE PRESIDENT
Section 8. Within the policies and objectives prescribed by the
board of directors or the chairman of the board, and under the general
supervision of the chairman of the board, the president shall be the chief
operating officer of the corporation and shall have active management of,
and shall administer and direct, all aspects of the operation of the
corporation's business. The president shall have the power to execute
bonds, mortgages and other contracts requiring a seal, under the seal of
the corporation, and other agreements, contracts and instruments, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the
corporation. The president shall also perform all duties incident to the
office of the president and such other duties as may be prescribed by these
bylaws, by the board of directors, or by the chairman of the board, from
time to time. In the absence of the chairman of the board, or in the event
of his inability or refusal to act, the president shall exercise all powers
and discharge all duties of the chairman, unless the board of directors
shall designate another officer to exercise such powers and discharge such
duties.
THE SENIOR VICE-PRESIDENTS,
GROUP VICE-PRESIDENTS AND VICE-PRESIDENTS
Section 9. The senior vice-presidents, group vice-presidents,
and the vice-presidents shall perform such duties and have such other
powers as the board of directors or the chairman of the board may from time
to time prescribe. In the absence of the president, or in the event of his
inability or refusal to act, and, in addition, the absence of the chairman
of the board, or his inability or refusal to act, the vice-chairman or, in
his absence or his inability or refusal to act, the senior vice-president
(or, in the event there be more than one senior vice-president, the senior
vice-presidents in the order designated by the board, or in the absence of
any designation, then in the order of their election), shall perform the
duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.
THE SECRETARY AND ASSISTANT SECRETARY
Section 10. The secretary shall: (a) keep the minutes of the
stockholders' and of the board of directors' meetings in one or more books
provided for that purpose; and at the request of the board of directors
shall also perform like duties for the standing committees thereof when
required; (b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) be custodian of the
corporate records; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder;
(e) have general charge of the stock transfer books of the corporation;
(f) sign (unless the treasurer or other proper officer thereunto duly
authorized by the board of directors shall sign), with the chairman of the
board or the president, certificates for shares of the capital stock of the
corporation the issue of which shall have been authorized by resolution of
the board of directors, provided that the signatures of the officers of the
corporation thereon may be facsimile as provided in these by-laws; and
(g) in general perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him or her by the
chairman of the board, the president or by the board of directors.
Section 11. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of
the secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. If required by the board of directors, the treasurer
shall give bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the board of directors shall determine.
The treasurer (or if there is none, the chief financial officer) shall:
(a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in such banks, trust companies
or other depositaries as shall be selected in accordance with the
provisions of these by-laws; (b) sign (unless the secretary or other proper
officer thereunto duly authorized by the board of directors shall sign),
with the chairman of the board or the president, certificates for shares of
the capital stock of the corporation, the issue of which shall have been
authorized by resolution of the board of directors, provided that the
signatures of the officers of the corporation thereon may be facsimile as
provided in these by-laws; and (c) in general perform all the duties
incident to the office of treasurer and such other duties as from time to
time may be assigned to him or her by the chairman of the board, the
president or the board of directors.
Section 13. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of
the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
ARTICLE VI
INTERESTED DIRECTORS AND OFFICERS
Section 1. No contract or transaction between the corporation and
one or more of its directors or officers, or between the corporation and
any other corporation, partnership, association, or other organization in
which one or more of its directors or officers are directors or officers,
or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or a committee
thereof which authorizes the contract or transaction, or solely because his
or their votes are counted for such purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the
board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or
(c) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified
by the board of directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
ARTICLE VII
INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved in or
called as a witness in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and any appeal therefrom
(hereinafter, collectively a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is, was
or had agreed to become a director, officer or Delegate (as defined herein)
of the corporation shall be indemnified and held harmless by the
corporation to the fullest extent permitted under the Delaware General
Corporation Law (the "DGCL"), as the same now exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than the DGCL permitted the corporation to provide prior to such
amendment) against all expenses (including, but not limited to, attorneys'
fees and expenses of litigation) and all liabilities and losses (including,
but not limited to, judgments, fines, ERISA or other excise taxes or
penalties and amounts paid or to be paid in settlement) incurred or
suffered by such person in connection therewith; provided that, except as
provided in Section 3 hereof, the corporation shall indemnify any such
person seeking indemnity in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation. For purposes of
this Article, a "Delegate" is any person serving at the request of the
corporation as a director, officer, trustee, fiduciary, partner, employee
or agent of an entity or enterprise other than the corporation (including,
but not limited to, service with respect to employee benefit plans).
Section 2. Expenses. Expenses, including attorneys' fees,
incurred by a person referred to in Section 1 of this Article in defending
or otherwise being involved in a proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding,
including any appeal therefrom, upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation; provided that, in connection with a proceeding (or part
thereof) initiated by such a person, except as provided in Section 3
hereof, the corporation shall pay such expenses in advance of the final
disposition only if such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. Such undertaking shall provide that
if the person to whom the expenses were advanced has commenced proceedings
in a court of competent jurisdiction to secure a determination that he or
she should be indemnified by the corporation, such person shall not be
obligated to repay the corporation during the pendency of such proceeding.
Section 3. Protection of Rights. If a claim under Section 1 is
not promptly paid in full by the corporation after a written claim has been
received by the corporation, or if expenses pursuant to Section 2 have not
been promptly advanced after a written request for such advancement
accompanied by the Undertaking has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim or the advancement of expenses. If
successful, in whole or in part, in such suit, such claimant shall also be
entitled to be paid the reasonable expense thereof. It shall be a defense
to any such action (other than action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required Undertaking has been tendered to the
corporation) that the claimant has not met the standards of conduct which
make it permissible under the DGCL for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination that indemnification of the
claimant is proper in the circumstances because he or she has met the
applicable standard of conduct required under the DGCL, nor an actual
determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that claimant had not met the applicable standard
of conduct.
Section 4. Employee and Agents. The Board of Directors shall
have the authority, by resolution, to provide for such indemnification of
employees or agents of the Company as it shall deem appropriate.
Section 5. Non-Exclusivity of Rights. The rights conferred to
any person by this Article shall not be exclusive of any other right which
such person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders
or disinterested directors or otherwise.
Section 6. Insurance. The corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee, or
agent, of, or person serving in any other capacity with, the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expenses, liabilities or losses, whether or not the corporation
would have the power to indemnify such person against such expenses,
liabilities or losses under the DGCL.
Section 7. Contractual Nature. The provisions of this Article
shall be applicable to all proceedings commenced after its adoption,
whether such arise out of events, acts or omissions which occurred prior or
subsequent to such adoption, and shall continue as to a person who has
ceased to be a director, officer, or Delegate and shall inure to the
benefit of the heirs, executors and administrators of such person. This
Article shall be deemed to be a contract between the corporation and each
person who, at any time that this Article is in effect, serves or agrees to
serve in any capacity which entitles him to indemnification hereunder and
any repeal or other modification of this Article or any repeal or
modification of the DGCL or any other applicable law shall not limit any
rights of indemnification then existing or arising out of events, acts or
omissions occurring prior to such repeal or modification, including,
without limitation, the right to indemnification for proceedings commenced
after such repeal or modification to enforce this Article with regard to
acts, omissions or events arising prior to such repeal or modification.
Section 8. Severability. If this Article or any portion hereof shall
be invalidated or held to be unenforceable on any ground by any court of
competent jurisdiction, the decision of which shall not have been reversed
on appeal, such invalidity or unenforceability shall not affect the other
provisions hereof, and this Article shall be construed in all respects as
if such invalid or unenforceable provisions had been omitted therefrom.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the
corporation by the president or a vice-president (or by the chairman or the
vice-chairman of the board of directors, if the corporation has such
officers) and by the treasurer or an assistant treasurer or the secretary
or an assistant secretary of the corporation, certifying the number of
shares owned by him in the corporation.
Section 2. Where a certificate is countersigned (1) by a transfer
agent other than the corporation or its employee, or, (2) by a registrar
other than the corporation or its employee, any other signature on the
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to
have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the board of directors
may fix, in advance, a record date, which 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. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE IX
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may
be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time
designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall end on July 31.
SEAL
Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by the board of directors at any meeting of the board.