Exhibit 3(ii)
FORM OF AMENDMENT TO THE BY-LAWS
DATED JANUARY 23, 1996
1. Article II, Section 2 of the Corporation's By-Laws
is hereby amended to read in its entirety as follows:
Section 2. Special Meetings. Special Meetings of the
stockholders shall be held at the principal office of the
Corporation in the State of New York, or at such other
place within the State of New York as may be designated in
the notice of said meeting, by resolution of the Board of
Directors, and shall be called by the Chairman of the
Board, the President or the Secretary at the request in
writing of stockholders owning of record at least eighty
percent (80%) of the issued and outstanding shares of
stock of the Corporation entitled to vote thereat.
2. Article III, Section 5 of the Corporation's By-
Laws is hereby amended to read in its entirety as follows:
Section 5. Removal of Directors. At any special meeting
of the stockholders, duly called as provided in these By-
Laws, any director or directors may, by the affirmative
vote of the holders of a majority of the shares of stock
issued and outstanding and entitled to vote for the
election of directors, be removed from office for cause,
and his successor or their successors may be elected at
such meeting; or the remaining directors may, to the
extent vacancies are not filled by such election, fill any
vacancy or vacancies created by such removal. Stockhold-
ers may not remove directors without cause.
3. The Corporation's By-Laws are hereby amended by
adding to Article II thereof a new section numbered Section 9,
and reading in its entirety as follows:
Section 9. Notice of Stockholder Nominees. Only persons
who are nominated in accordance with the following proce-
dures set forth in these By-Laws shall be eligible for
election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made
at any annual meeting of stockholders (a) by or at the
direction of the Board of Directors (or any duly autho-
rized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section
9 and on the record date for the determination of stock-
holders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this
Section 9.
In addition to any other applicable require-
ments, for a nomination to be made by a stockholder, such
stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at
the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date
that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of
business on the tenth (10th) day following the day on
which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in proper written form, a stockholder's
notice to the Secretary must set forth (a) as to each
person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address
and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by
the person and (iv) any other information relating to the
person that would be required to be disclosed in a proxy
statement or other filings required to be made in connec-
tion with solicitations of proxies for election of direc-
tors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record
address of such stockholder, (ii) the class or series and
number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any
other person or persons (including their names) pursuant
to which the nomination(s) are to be made by such stock-
holder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the annual
meeting to nominate the persons named in its notice and
(v) any other information relating to such stockholder
that would be required to be disclosed in a proxy state-
ment or other filings required to be made in connection
with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed
nominee to be named as a nominee and to serve as a direc-
tor if elected.
No person shall be eligible for election as a
director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 9. If the
Chairman of the annual meeting determines that a nomi-
nation was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that
the nomination was defective and such defective nomination
shall be disregarded.
4. The Corporation's By-Laws are hereby amended by
adding to Article II thereof a new section numbered Section 10,
and reading in its entirety as follows:
Section 10. Notice of Stockholder Business. No business
may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors (or any duly
authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized commit-
tee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving
of the notice provided for in this Section 10 and on the
record date for the determination of stockholders entitled
to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 10.
In addition to any other applicable requirement,
for business to be properly brought before an annual
meeting by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the
Secretary must be delivered to or mailed and received at
the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date
that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of
business on the tenth (10th) day following the day on
which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in proper written form, a stockholder's
notice to the Secretary must set forth as to each matter
such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to
be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the
name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record
by such stockholder, (iv) a description of all arrange-
ments or understandings between such stockholder and any
other person or persons (including their names) in con-
nection with the proposal of such business by such stock-
holder and any material interest of such stockholder in
such business and (v) a representation that such stock-
holder intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
No business shall be conducted at the annual
meeting of stockholders except business brought before the
annual meeting in accordance with the procedures set forth
in this Section 10, provided, however, that, once business
has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section
10 shall be deemed to preclude discussion by any stock-
holder of any such business. If the Chairman of an annual
meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting
and such business shall not be transacted.