Exhibit 3.3
BY-LAWS
OF
SENECA FOODS CORPORATION
Effective November 1, 1963
Amended November 4, 1972,
November 22, 1975,
December 11, 1982,
December 5, 1992
and
August 5, 1995
MEETING OF STOCKHOLDERS
ANNUAL MEETINGS
The annual meeting of Stockholders for the election of
Directors, considering reports made to the shareholders, and the transaction of
other business as may properly come before the meeting shall be held within or
without the State of New York at a specific place and date that is not a legal
holiday each year within six months after the close of the Corporation's fiscal
year which shall be determined by the Board of Directors or at such later date
as may be determined by the Board of Directors. (Amended August 5, 1995)
SPECIAL MEETINGS
Special Meetings of Stockholders, other than those regulated
by statute may be called at any time by the President or by a majority of the
Directors, acting with or without a meeting, or by the persons holding 25% of
all the voting power of the corporation unless otherwise specified in the notice
of such meeting.
(Amended December 5, 1992)
No business other than that specified in the notice shall be
transacted at any special meeting of stockholders, except upon the unanimous
consent of all the stockholders entitled to notice thereof.
NOTICE OF MEETINGS
The Secretary shall serve personally or by mail, not less than
ten (10) nor more than fifty (50) days before each meeting, a written notice of
every meeting, whether annual or special, upon such person who appears upon the
books of the corporation to be a holder of capital stock of the corporation. If
mailed, the notice shall be addressed to the stockholder at his address as it
appears on the Stock Book of the corporation unless he shall have filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case to the address designated in such
request.
The notice of meeting shall state the place of the meeting,
the date, the hour thereof, the purpose of the meeting, and an indication that
it is being issued by or at the direction of the person or persons calling the
meeting.
WAIVER
Notwithstanding any provision of the foregoing Sections 1 and
2, a meeting of the stockholders may be held at any time and at any place and
any action may be taken thereat, if notice and time of notice be waived in
writing by every stockholder having the right to vote at such meeting. (Amended
December 5, 1992)
QUORUM
The holders of shares entitling them to exercise a majority of
the voting power of the corporation shall constitute a quorum for any meeting of
stockholders, provided that when a specified item of business is required to be
voted on by a class or classes, the holders of a majority of the shares of such
class or classes shall constitute a quorum for the transaction of such specified
item of business. Provided further that any meeting for the determination of the
number of Directors, or the election of Directors, or for consideration and
action upon reports required to be laid before such meeting, the holders of
shares entitled to exercise a 33 1/3% of the voting power of the corporation
shall constitute a quorum. At any meeting of stockholders where a quorum is
present, the meeting may be adjourned, from time to time, without notice other
than by announcement at such meeting.
CLOSING STOCK BOOKS
The Directors may prescribe a period not exceeding fifty days
and not less than ten days prior to the date of any meeting of the stockholders
or prior to the date fixed for any payment of any dividend or distribution or
allotment of rights or prior to the last day on which the consent or dissent of
the stockholders may be effectively expressed for any purpose without a meeting,
during which no transfer of stock on the books of the Corporation may be made.
VOTING
At all meetings of stockholders, all questions, in the absence
of a contrary statutory or By-Law provision, shall be determined by majority
vote of the stockholders present in person or by proxy, and each stockholder or
proxy shall have one vote for each share held by him except as otherwise
provided in the certificate of incorporation. All questions, except the question
of amendment to the By-laws, the election of Directors and all such other
questions the manner of deciding which is specially regulated by statute, shall
be determined by a viva voce vote of the stockholders present in person or by
proxy; provided, however, that any qualified voter may demand a written vote, in
which event it shall immediately be taken. A written vote shall be by ballot and
each ballot shall state the name of the stockholder voting and the number of
shares voted, and if such ballot be cast by proxy, the name of the proxy. Every
pledgor of stock standing in his name on the books of the corporation shall be
deemed the owner thereof for the purpose of voting. (Amended August 5, 1995)
In all elections of directors of the corporation, each holder
of capital stock of the corporation shall be entitled to vote the shares of each
class or series of stock in the manner and to the extent, if any, as is set
forth in the corporation's Certificate of Incorporation as amended from time to
time. Each share entitled to vote may be voted for as many persons as there are
directors to be elected. No cumulative voting for directors shall be permitted.
(Amended December 5, 1992)
Every proxy must be dated and executed in writing by the
stockholder himself or by his duly authorized attorney, and filed with the
Secretary. No proxy shall be valid after the expiration of six months from the
date of its execution, unless it shall specify therein the length of time it is
to continue in force, which shall be for a limited period. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except in those cases
where a irrevocable proxy is provided by law. (Amended December 5, 1992)
If shares are registered in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:
1. If only one votes, the vote shall be accepted by
the corporation as of the vote of all; 2. If more
than one vote, the act of the majority so voting
shall be accepted by the corporation as the vote of
all; 3. If more than one vote, but the vote is
equally divided on any particular matter, the vote
shall be accepted by the corporation as a
proportionate vote of the shares: unless the
corporation has evidence, on the record of
shareholders or otherwise, that the shares are held
in a fiduciary capacity. Nothing in this paragraph
shall alter any requirement that the exercise of
fiduciary powers be by act of a majority contained in
any law applicable to such exercise of powers
(including section 10-10.7 of the Estates, Powers and
Trusts Law of New York); and 4. The foregoing
provisions as to voting are subject to any provision
of the Business Corporation Law of New York which
requires a different method of voting or an order of
a court of competent jurisdiction specifying the
method and effect of voting of specific shares of
stock.
(Amended December 5, 1992)
ORDER OF BUSINESS
At all meetings of stockholders the following order of
business shall be observed so far as consistent with the purposes of the
meeting:
1. Roll call.
2. Proof of notice of meeting or waiver thereof.
3. Statement by Secretary of the number of
shares of stock represented in person or by
proxy, and the determination of the presence
of a quorum.
4. Reading and approval of Minutes of preceding meeting.
5. Reports of Officers and Committees.
6. Election of Directors at Annual Meeting.
7. Voting on other Proposals Submitted for Shareholder Vote.
8. Unfinished business.
9. New business.
10. Adjournment.
(Amended December 5, 1992)
BOARD OF DIRECTORS
NUMBER AND QUALIFICATIONS
The business and property of this corporation shall be managed
and controlled by a Board of Directors who shall be elected as provided in these
By-Laws. Each Director must be at least twenty-one years of age. The Board of
Directors shall consist of such number, not less than three (3) nor more than
twenty-one (21), as is fixed from time to time by the Board of Directors.
(Amended November 4, 1972)
MANNER OF ELECTION
The persons receiving the greatest number of votes at each
meeting of Stockholders at which Directors are elected shall be the Directors.
TERM OF OFFICE
The Board of Directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of one class
expiring each year. At the annual meeting of shareholders in 1975, directors of
the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting; directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting; and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. At each annual meeting of shareholders
after 1975, successors to the directors whose terms shall then expire shall be
elected to hold office for terms expiring at the third succeeding annual
meeting. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among the
three classes as to make all classes as nearly equal in number as possible;
except that, when the number of directors is increased by the Board of Directors
and any newly created directorships are filled by the Board of Directors, there
shall be no classification of the additional directors until the next annual
meeting of shareholders. (Amended December 5, 1992)
DUTIES AND POWERS
The Board of Directors shall have the control and management
of affairs of the corporation. The Directors shall in all cases act as a Board
of Directors, regularly convened, and in the transaction of business, the acts
of a majority of a quorum present at a meeting duly assembled shall be the act
of the Board. The Directors may adopt such rules and regulations for the conduct
of their meetings and the management of the corporation as they deem proper, not
inconsistent with law or these By-Laws. (Amended December 5, 1992)
MEETINGS
The Board of Directors shall meet for the election or
appointment of officers and for the transaction of any other business as soon as
practicable after the adjournment of the Annual Meeting of the Stockholders, and
other regular meetings of the Board shall be held at such times as the Board,
from time to time, may determine.
Special Meetings of the Board of Directors may be called by
the President at any time; and he must, upon the written request of any two
Directors, call a special meeting to be held not more than five days after the
receipt of said request.
NOTICE OF MEETINGS
No notice need he given of the first meeting of the Board
after an election, or of any other regular meeting of the Board. However, notice
of other meetings shall be given by service upon each Director in person or by
mailing to him at his post office address as it appears upon the books of the
corporation, at least five (5) days before the date therein designated for such
meeting including the day of mailing, a written or printed notice thereof,
specifying the time, place and purpose of the meeting. No business other than
that specified in the notice shall be transacted at any special meeting. At any
meeting at which all of the Directors shall be present, although held without
notice, any business may be transacted as if the meeting had been duly called.
(Amended December 5, 1992)
PLACE OF MEETING
Regular and Special Meetings of the Board of Directors may be
held at such times and places as may be provided for in the By-Laws or
resolutions adopted by the Board of Directors.
Any one or more members of the Board of Directors may
participate in a regular or Special meeting of the Board of Directors or a
meeting of any committee of the Board of Directors by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
(Amended December 11, 1982)
QUORUM
At any meeting of the Board of Directors, a majority of the
Board shall be necessary to constitute a quorum for the transaction of business.
However, should a quorum not be present, a lesser number may adjourn the meeting
to some future time, not more than fourteen (14) days later. (Amended December
5, 1992)
VOTING
All questions to be determined by the Board of Directors shall
be determined by a majority vote of the Directors present at the meeting.
VACANCIES
Any vacancy occurring in the Board of Directors by reason of
death, resignation, removal without cause, or otherwise may be filled by a
majority vote of the remaining Directors. The Director thus elected to fill a
vacancy shall hold office until the next meeting of stockholders at which the
election of directors is in the regular order of business, and until his
successor has been elected and qualified; and the Director thus elected by the
stockholders shall hold office for the remainder of the term to which his
predecessor, whose vacancy he is filling, was elected. (Amended November 22,
1975)
REMOVAL OF DIRECTORS
Any Director may be removed either with or without cause at
any time by a vote of the stockholders holding two-thirds (2/3) of the stock
then issued and outstanding and which was entitled to vote for the election of
the Directors sought to be removed at any Special Meeting called for that
purpose. (Amended November 22, 1975)
RESIGNATION
Any Director may resign his office at any time; such
resignation to be made in writing and to take effect immediately without
acceptance.
COMPENSATION
The Directors will receive such compensation for each meeting
of the Board or any committee which they attend as may be, from time to time,
set by the Board of Directors.
INTERESTED DIRECTOR
No contract or other transaction between the corporation and
one or more of its directors, or between the corporation and any other
corporation, firm, association, or other entity in which one or more of its
directors are directors or officers or are financially interested, shall be
either void or voidable for this reason alone or by reason that such director or
directors are present at the meeting of the Board of Directors or of a committee
thereof which approves such contract or transaction, or that his or their votes
are counted for such purposes:
1. If the material facts as to such common directorship,
officership or financial interest are disclosed in
good faith or known to the Board of Directors or
committee, and the Board of Directors or committee
approves such contract or transaction by a vote
sufficient for such purpose without counting the vote
or votes of such interested director or directors or,
if the votes of the directors who are not interested
are insufficient to constitute an act of the Board of
Directors or the committee, by unanimous vote of the
directors who are not interested;
2. If the material facts as to such common directorship,
officership or financial interest are disclosed in
good faith or known to the shareholders entitled to
vote thereon, and such contract or transaction is
approved by vote of the shareholders; or
3. If the contract or transaction is fair and reasonable
as to the corporation at the time it is approved by
the Board of Directors or committee thereof or the
shareholders.
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 approves such contract or
transaction. (Amended December 5, 1992)
OFFICERS AND QUALIFICATIONS
The officers of the corporation shall consist of a President,
a Secretary, and a Treasurer, and such other officers as the Board of Directors,
from time to time, elect or appoint. Such other officers may be the following:
Chairman of the Board Vice Chairman of the Board Executive
Vice President One or more Senior Vice Presidents One or more
other Vice Presidents Controller One or more Assistant
Secretaries One or more Assistant Treasurers
as the Board may, from time to time, determine. (Amended December 5, 1992)
Any two offices, except the offices of President and
Secretary, President and Executive Vice President, President and Senior Vice
President, President and any other Vice President, Secretary and Assistant
Secretary, or Treasurer and Assistant Treasurer, may be held by the same person.
(Amended December 5, 1992)
ELECTION
All officers of the corporation shall be elected annually by
the Board of Directors at its meeting held immediately after the Annual meeting
of Stockholders.
TERM OF OFFICE
All officers shall hold office for one year or until their
successors are duly chosen and qualified, or until removed as hereinafter
provided.
REMOVAL OF OFFICERS
Any officer may he removed at any time either with or without
cause by the majority vote of the Board of Directors.
CHAIRMAN AND VICE CHAIRMAN OF THE BOARD
The Chairman of the Board and the Vice Chairman, in the
absence of the Chairman, shall preside at all meetings of the Board of Directors
and shall have such other powers and duties as may be prescribed by the Board of
Directors, provided such officers exist. The Chairman and the Vice Chairman, in
the absence of the Chairman, shall have the authority to preside at all meetings
of the stockholders or to designate the President to so preside. (Amended
December 5, 1992)
PRESIDENT
The President, at the Chairman or Vice Chairman of the Board's
discretion, shall preside at all meetings of the stockholders and at any
meetings of the Board. Subject to the directions of the Board of Directors, the
President shall have general executive supervision over the property, business
and affairs of the corporation. He may execute all authorized deeds, mortgages,
bonds, contracts and other obligations in the name of the corporation and shall
have such other specific powers and duties as may be prescribed by the Board of
Directors. (Amended December 5, 1992)
VICE PRESIDENT
The Vice Presidents in the order designated in Section 1 of
this Article or by resolution of the Board of Directors shall perform all the
duties of the President in case of the absence or disability of the latter or
when circumstances prevent the latter from acting, and shall have such other
powers and perform such other duties as the Board of Directors may prescribe.
The power of the Vice Presidents to execute all authorized deeds, mortgages,
bonds, contracts and other obligations in the name of the Corporation shall be
co-extensive with the like powers of the President and any such instrument so
executed by any of the Vice Presidents shall be as valid and binding as though
executed by the President. (Amended December 5, 1992)
SECRETARY
The Secretary shall keep the minutes of all meetings of the
stockholders, the Board of Directors, and committees. He shall keep such books
as may be required by the Board of Directors, shall have charge of the seal of
the corporation, shall give all notices of stockholders' and directors' meetings
required by law or by these By-Laws or otherwise, and shall have such other
powers and duties as the Board of Directors may prescribe. (Amended December 5,
1992)
TREASURER
The Treasurer shall receive and have custody of all money,
bills, notes, bonds, securities and other similar property belonging to the
corporation and shall hold the same, subject to the order of the Board of
Directors. He shall keep accurate financial accounts and hold the same open for
inspection and examination by the Board. He may sign checks and execute
contracts and other obligations of the corporation as are incident to his office
or that may be properly required of him by the Board of Directors. On the
expiration of his term of office, he shall turn over to his successor or to the
Board of Directors all books, papers, money and other property of the
corporation in his hands.
OTHER OFFICERS
The Controller, Assistant Secretaries, Assistant Treasurers,
if any, and other officers that the Board of Directors may elect shall have such
powers and duties as the Board of Directors may prescribe.
DELEGATION OF DUTIES
The Board of Directors is authorized to delegate the duties of
any officer to any other officer and generally to control the action of the
officers and to require the performance of duties in addition to those mentioned
herein.
VACANCIES
A vacancy in any office, however created, may be filled by
election by the Board of Directors.
COMPENSATION
Compensation of officers and employees of the corporation or
the method of fixing such compensation shall be determined by or pursuant to the
authority conferred by the Board of Directors or any committee of the Board of
Directors. Such compensation may be by way of fixed salary or on the basis of
earnings for the corporation or any combination thereof or otherwise as may be
determined by the Board of Directors or any committee of the Board; any member
of the Board or any member of such committee may participate in that
determination. (Amended December 5, 1992)
CAPITAL STOCK
CERTIFICATES
The capital stock of the corporation shall be represented by
certificates approved by the Directors and signed by the President and
countersigned by the Secretary or any Assistant Secretary and sealed with the
seal of the corporation. The certificates shall be numbered and registered in
the order in which they are issued; they shall be issued in consecutive order
and the records of the corporation shall contain the number of each certificate,
the name(s) and address(es) of the person(s) owning the shares represented by
each such certificate, the number and class of such shares, and the date of
issue to the owner(s) of record. The records shall be in written form or in any
other form capable of being converted to written form within a reasonable time.
Each certificate representing shares shall state upon the face thereof:
1. That the corporation is formed under the laws of New York;
2. The name of the person or persons to whom issued;
3. The number and class of shares and the par value of each
share represented by such certificate or a statement
that the shares are without par value. If preferred
shares are issued or if shares of more than one class
are issued by the corporation, each certificate will also
set forth a full statement of the designations, relative
rights, preferences and limitations of the shares of
each class or, in the alternative, each certificate will
set forth that the corporation will furnish to any
shareholder upon request and without charge a full
statement of the designations, relative rights,
preferences and limitations of the shares of each
class.
(Amended December 5, 1992)
SUBSCRIPTIONS
Subscriptions to the capital stock shall be paid at such time
or times and in such statements, if any, as the Board of Directors may, by
resolution, require. If default shall be made in the payment of any installment
as required by such resolution, the Board may declare a forfeiture of the
subscriptions, provided, however, that no forfeiture of the subscriptions shall
be declared as against any subscriber unless the amount due thereon shall remain
unpaid for a period of thirty days after written demand has been made therefor.
Upon forfeiture of the subscription, if at least fifty percent of the
subscription price has been paid, the shares subscribed for shall be sold for
cash at a price at least sufficient to pay the full balance owed by the
delinquent subscriber plus the expenses incidental to such sale, and any excess
of net proceeds realized over the amount owed on such shares shall be paid to
the delinquent subscriber or to his legal representative. If no prospective
purchaser offers a cash price sufficient to pay the full balance owed by the
delinquent subscriber plus the expenses incidental to such sale, or if less than
fifty percent of the subscription price has been paid, the shares subscribed for
shall be cancelled and restored to the status of authorized but unissued shares
and all previous payments thereon shall be forfeited to the corporation and
transferred to capital surplus. (Amended December 5, 1992)
TRANSFER OF STOCK
The stock of the corporation shall be assignable and
transferable on the books of the corporation only by the person in whose name it
appears on such books or by his duly authorized attorney, upon surrender of the
certificates properly endorsed. In case of transfer by power of attorney, the
power of attorney, duly executed and acknowledged, shall be deposited with the
Secretary. In all cases of transfer, the former certificate must be surrendered
and canceled before a new certificate is issued. The Board of Directors may make
such other regulations as it deems expedient with respect to the transfer of
shares. (Amended December 5, 1992)
CANCELLATION OF CERTIFICATES
All certificates of stock exchanged or returned to the
corporation for transfer or cancellation shall be marked "cancelled" with the
date of cancellation by the Secretary, and shall be immediately pasted in the
certificate book opposite the memorandum of their issue.
LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES
In the case of a lost, destroyed, stolen or mutilated
certificate of stock the corporation must be immediately notified upon the
discovery of such loss. Upon filing an affidavit of proof of loss with the
Secretary of the corporation, the Board of Directors may issue a new certificate
upon the condition that surety bond satisfactory to the Board is given to
indemnify the corporation against loss due to the issuance of the new
certificate.
HOLDERS OF RECORD
Unless otherwise provided by law or by the Certificate of
Incorporation or other certificate filed pursuant to law, the Board of Directors
may prescribe a period not exceeding fifty (50) days and not less than ten (10)
days preceding the date fixed for the payment of any dividend or for the
delivery of evidences of rights or for any other distribution allowed by law
during which no transfer of stock on the books of the corporation shall be made;
or, in lieu of prohibiting the transfer of stock, the Board of Directors may fix
in advance a day and hour, not exceeding fifty (50) days and, not less than ten
(10) days prior to the date fixed for the payment of any dividend or for the
delivery of any evidence of rights or other distribution allowed by law, as the
record date for the determination of the stockholders entitled to receive any
such dividend, rights or distribution, as the case may be. (Amended December 5,
1992)
DIVIDENDS
DECLARATION OF DIVIDENDS
The Board of Directors at any regular or special meeting may
declare dividends payable out of the surplus profits of the corporation
whenever, in the exercise of their absolute discretion, they may deem such
declaration advisable. The Board of Directors of the corporation shall not
declare or pay any dividend when the corporation is insolvent or would thereby
be made insolvent or when the declaration or payment would be contrary to any
provision of the Certificate of Incorporation. Dividends may be declared and
paid and other distributions made out of surplus only, so that the net assets of
the corporation remaining after such declaration, payment or distribution shall
be at least equal to its stated capital. In case any such dividend shall be paid
or any such distribution of assets made, the Directors in whose administration
the same shall have been declared or made shall be liable jointly and severally
to the extent set forth in Section 719 of the Business Corporation Law of New
York ("Section 719") by reason of such dividend or distribution except to the
extent that, as set forth in Section 719, they submit a dissent or overcome any
presumption of concurrence in the action of the Directors.
(Amended December 5, 1992)
BILLS, NOTES, ETC.
EXECUTION
All bills payable, notes, checks, drafts, warrants or other
negotiable instruments of the corporation shall be made in the name of the
corporation and shall be signed by such officer or officers as the Board of
Directors shall, from time to time, by resolution direct.
No officer or agent of the corporation, either singly or
jointly with others, shall have the power to make any bills payable, note,
check, draft or warrant or other negotiable instrument or endorse the same in
the name of the corporation, or contract or cause to be contracted any debt or
liability in the name and on behalf of the corporation, except as herein
expressly prescribed and provided.
COMMITTEES
The Board of Directors may at any time appoint from its
members an executive, audit or any other committee or committees, consisting of
such number of members as the Board may deem advisable, except that such number
shall not be less than three, each of which members shall hold office during the
pleasure of the Board; provided, however, that the President, if a member of the
Board of Directors, shall be a member of and Chairman of the executive
committee. All such committees shall have such powers as may, from time to time,
be delegated by the Board of Directors except that no such committee shall have
authority as to the following matters:
1. The submission to shareholders of any action that
needs shareholders' authorization.
2. The filling of vacancies in the Board of Directors or
in any committee.
3. The fixing of compensation of the Directors for
serving on the Board or any committee.
4. The amendment or repeal of the By-Laws, or the
adoption of new By-Laws.
5. The amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable
or repealable.
(Amended December 5, 1992)
The executive committee shall possess and may exercise all the
power of the Board of Directors in the management and direction of the affairs
of the corporation in all cases in which specific direction shall not have been
given by the Board of Directors.
Subject to the aforesaid exceptions, any persons dealing with
the corporation shall be entitled to rely upon any act of or authorization of
any act by such committee to the same extent as if such action had been taken or
authorized by the Board of Directors. Provided, however, that subject to the
rights of third persons, as aforesaid, any action taken or authorized by such
committee shall be subject to revocation, revision or alteration by the Board of
Directors. Any committee may act by a majority of its members, and may prescribe
its own rules for calling and holding meetings, or for acting without a meeting
in its method of procedure, subject, however, to any rules prescribed by the
Board of Directors. Each committee shall keep full and complete records of all
meetings and actions.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
RIGHT OF STATUTORY INDEMNIFICATION
The corporation shall have the authority to indemnify, to the
fullest extent permitted by the New York Business Corporation Law, any person
made or threatened to be made a party to any action or proceeding, including an
action by or in the right of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which any director, officer or
employee of the corporation served in any capacity at the request of the
corporation, by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation or is or was serving such other
enterprise at the request of the corporation. Such indemnification may be
authorized pursuant to the terms and conditions of (i) a resolution of
shareholders, (ii) a resolution of the Board of Directors, (iii) an agreement
providing for such indemnification or (iv) any judicial or other legal authority
which entitles the director, officer or employee to such indemnification.
(Amended December 5, 1992)
OFFICE AND BOOKS
OFFICES
The principal office of the corporation shall be located at
Pittsford, New York. (Amended December 5, 1992)
The Board of Directors may, from time to time, establish other
offices of the corporation or branches of its business at whatever place or
places it deems to be expedient.
BOOKS
The corporation shall keep at its office correct books of
accounts of all its business and transactions, and shall keep a book to be known
as the "Stock Book" at its office in this State or at another designated office
of the corporation or in the office of its Transfer Agent, which book will
contain the names, alphabetically arranged for each class of stock, of all
persons who are stockholders of the corporation, showing the class and number of
shares of stock held by them respectively, their address and the time when they
became the owner thereof. The information in the Stock Book may be in written
form or in any other form capable of being converted to written form within a
reasonable time. The Stock Book of the corporation shall be open daily during
usual business hours, for inspection upon at least five days' prior written
demand by any person who shall have been a stockholder of record in the
corporation for at least six months immediately preceding his demand or by any
person holding, or thereunto authorized in writing by the holder of, at least
five percent of any class of the outstanding shares; provided (a) that such
inspection shall not be for the purpose of communicating with stockholders in
the interest of a business or object, other than the business of the
corporation, and (b) that such stockholders or persons have not within five
years sold or offered for sale any list of stockholders of the corporation or
any other corporation or aided or abetted any person in procuring any stock list
for any such purpose; and provided, further, that such inspection may be denied
to any such stockholder or any other person unless such stockholders or other
person furnishes to the corporation a written statement that such inspection is
desired only for the purpose of communicating with stockholders in the interest
of a business or object of the corporation and that such stockholder or other
person has not, within five years immediately preceding the date of such written
statement, sold or offered for sale any list of stockholders of the corporation
or any other corporation or aided or abetted any person in procuring any stock
list for any such purpose. Persons so entitled to inspect the Stock Book may
make extracts therefrom. (Amended December 5, 1992)
FINANCIAL STATEMENT TO STOCKHOLDERS
Any person who shall have been a shareholder of record for at
least six months immediately preceding his request, or any person holding, or
thereunto authorized in writing by the holders of, at least five percent of any
class of the outstanding shares, may make a written request to the Treasurer for
an annual balance sheet and profit and loss statement for the preceding fiscal
years and the most recent interim balance sheet or profit and loss statement
which has been distributed to shareholders or otherwise made available to the
public. The Treasurer shall provide such statements and deliver them to the
person mailing the request within thirty days thereafter and keep on file in the
office of the corporation for twelve (12) months thereafter a copy of such
statements given.
CORPORATE SEAL
The Seal of the corporation shall be circular in form and
shall have inserted thereon the name of the corporation, the state of its
organization (New York), the year of its creation (1949), and the words
"Corporate Seal".
FISCAL YEAR AND AUDIT
FISCAL YEAR
The fiscal year of the corporation shall commence on the 1st
day of August of each year and end on the 31st day of July of each following
year; or it shall encompass such other twelve month period (after adjustment for
any short period caused by a change) as may be fixed from time to time by the
Board of Directors.
(Amended December 5, 1992)
AUDIT
At least once after the close of every fiscal year and as soon
thereafter as is practicable, there shall be an audit of the books and accounts
of the corporation and the directors shall be furnished an Annual Report on the
basis of such audit.
AMENDMENTS
The By-Laws of the corporation may be amended at a meeting of
stockholders by the vote of the holders of two-thirds (2/3) of the shares
present and entitled to vote at the meeting. (Amended November 22, 1975)
GENDER
Section 1
For the purpose of these By-Laws, unless the context requires
otherwise, wherever the masculine gender is used, it shall also be deemed to
mean the feminine or neuter gender.