Form 10-K 1993 Stone & Webster, Incorporated
Exhibit (3)(ii)
B Y - L A W S
of
STONE & WEBSTER, INCORPORATED
AS AMENDED EFFECTIVE
JANUARY 19, 1994
Form 10-K 1993 Stone & Webster, Incorporated
B Y - L A W S
OF
STONE & WEBSTER,
INCORPORATED
ARTICLE I
Name
The name of the corporation (hereinafter referred to as this
Corporation) is Stone & Webster, Incorporated.
ARTICLE II
Stockholders' Meetings
All meetings of the stockholders shall be held at the
principal office of this Corporation in the City of Wilmington,
Delaware.
ARTICLE III
Annual Stockholders' Meeting
The Annual Meeting of the stockholders of this Corporation
shall be held at two o'clock in the afternoon, Wilmington, Delaware
Time, on the second Thursday in May in each year if not a legal holiday,
and if a legal holiday, then at the same time on the next succeeding
Thursday not a legal holiday. In the event that such Annual Meeting is
omitted by oversight or otherwise on the date herein provided for, the
Directors shall cause a meeting in lieu thereof to be held as soon
thereafter as conveniently may be, and any business transacted or
elections held at such meeting shall be as valid as if transacted or
held at the Annual Meeting. Such subsequent meeting shall be called in
the same manner as provided for Special Stockholders' Meetings.
ARTICLE IV
Special Stockholders' Meetings
Special Meetings of the stockholders of this Corporation shall
be held whenever called in the manner required by law for purposes as to
which there are special statutory provisions and for other purposes
whenever called by the Chairman of the Board of Directors or by the
President or by a Vice Chairman or by the Chairman of the Executive
Committee or by vote of the Board of Directors.
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Form 10-K 1993 Stone & Webster, Incorporated
ARTICLE V
Notice of Stockholders' Meetings
Notice of all stockholders' meetings stating the time and
place, and, in the case of Special Meetings, the objects for which such
meetings are called, shall be given by the Chairman of the Board of
Directors or the President or a Vice Chairman or the Chairman of the
Executive Committee or a Vice-President or the Secretary or an Assistant
Secretary, by mail, to each stockholder of record having voting power in
respect of the business to be transacted thereat, at his or her
registered address at least ten (10) days prior to the date of the
meeting, and the person giving such notice shall make affidavit in
relation thereto.
Any meeting at which all stockholders having voting power in
respect of the business to be transacted thereat are present, either in
person, or by proxy, or of which those not present shall at any time
waive or have waived notice in writing, shall be a legal meeting for the
transaction of business, notwithstanding that notice has not been given
as hereinbefore provided.
ARTICLE VI
Waiver of Notices
Whenever any notice whatever is required to be given by these
By-laws, or the Certificate of Incorporation of this Corporation, or any
of the laws of the State of Delaware, 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 VII
Quorum at Stockholders' Meetings
At any meeting of the stockholders, a majority in interest of
all the capital stock issued and outstanding and entitled to vote,
represented by such stockholders of record in person or by proxy, shall
constitute a quorum, but a less interest may adjourn any meeting from
time to time and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, a majority in interest
of the stock entitled to vote represented thereat shall decide any
question brought before such meeting, unless the question is one upon
which by express provision of law or of the Certificate of Incorporation
or of these By-laws a larger or different vote is required, in which
case such express provision shall govern and control the decision of
such question.
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ARTICLE VIII
Proxy and Voting
Stockholders of record entitled to vote may vote at any
meeting either in person or by proxy in writing, which shall be filed
with the Secretary of the meeting before being voted. Such proxies
shall entitle the holders thereof to vote at any adjournment of such
meeting, but shall not be valid after the final adjournment thereof.
Stockholders entitled to vote may also be represented by a general power
of attorney produced at any meeting until it is revoked. No proxy or
power of attorney shall be voted on after three years from its date,
unless said proxy or power of attorney provides for a longer period.
ARTICLE IX
Board of Directors
A Board of Directors shall be elected by ballot at the Annual
Meeting of the stockholders or at any meeting held in place thereof as
hereinbefore provided. No director shall be elected by stockholders
except by the vote of a majority of all votes entitled to be cast in
such election by all of the outstanding shares of all classes of capital
stock of the Corporation. The number of Directors of this Corporation
shall be thirteen (13), but the number may be increased or decreased at
any time by amendment of these By-laws adopted by vote of two-thirds of
all of the Directors of this Corporation at the time in office or by
vote of at least two-thirds of the votes at the time entitled to be cast
generally in the election of directors by all of the outstanding shares
of all classes of capital stock of the Corporation, provided that the
number of Directors shall always be not less than three. Directors need
not be stockholders of this Corporation.
The Directors of the Corporation shall be divided into three
classes with the number of Directors fixed by or in accordance with the
By-laws divided equally so far as possible among the three classes.
Except as otherwise provided in Article XXV, following adoption of this
By-law provision,
(a) one-third of the number of Directors shall be
elected to serve until the 1973 Annual Meeting of
the stockholders,
(b) one-third of the number of Directors shall be
elected to serve until the 1974 Annual Meeting of
the stockholders,
(c) one-third of the number of Directors shall be
elected to serve until the 1975 Annual Meeting of
the stockholders,
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and until their successors are duly elected and qualified. At each
annual election after the 1972 election, the successors to the Directors
of each class whose term shall expire in that year shall be elected to
hold office for a term of three years from the date of their election
and until their successors are duly elected and qualified. In case of
any increase in the number of Directors, the additional Directors shall
be distributed among the several classes as nearly equally as possible.
ARTICLE X
Power of Directors
The Board of Directors shall have the entire management of the
business of this Corporation. In the management and control of the
property, business and affairs of this Corporation, the Board of
Directors is hereby vested with all the powers possessed by this
Corporation itself, so far as this delegation of authority is not
inconsistent with the laws of the State of Delaware, with the
Certificate of Incorporation of this Corporation, or with these By-laws.
The Board of Directors shall have authority from time to time to set
apart out of any assets of this Corporation otherwise available for
dividends a reserve or reserves as working capital or for any other
proper purpose or purposes, and to abolish or add to any such reserve or
reserves from time to time as the Board may deem to be in the interests
of this Corporation and the Board shall likewise have power to determine
in its discretion what part of the assets of this Corporation available
for dividends in excess of such reserve or reserves shall be declared in
dividends and paid to the stockholders of this Corporation.
ARTICLE XI
Executive and Other Committees
The Board of Directors may designate by resolution passed by a
majority of the whole Board two or more of its number who shall
constitute an Executive Committee, which Committee shall, when the Board
of Directors is not in session, have and may, subject to any limitation
imposed by the laws of the State of Delaware, exercise any or all of the
powers of the Board of Directors in the management of the business and
affairs of this Corporation, and have power to authorize the seal of
this Corporation to be affixed to all papers which may require it. The
Secretary of this Corporation, or, in his absence, an Assistant
Secretary or any other person designated by the Committee, shall act as
Secretary of the Committee. The Executive Committee, except as
otherwise herein provided, shall fix its own rules of procedure and
shall keep a record of its acts and proceedings and report the same from
time to time to the Board of Directors. Any vacancy in the Executive
Committee shall be filled by the vote of the majority of the whole Board
of Directors. The Board of Directors may appoint one or more of its
members as ex-officio members of the Executive Committee, who shall have
the privilege of attending meetings of the Executive Committee, but who
shall not be entitled to vote upon any matters brought before the
Executive Committee and shall not be counted as a member of the
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Form 10-K 1993 Stone & Webster, Incorporated
Executive Committee for the purpose of determining the number necessary
to constitute a quorum, or for the purpose of determining whether a
quorum is present. Notice of meetings to ex-officio members shall not
be deemed to be required under law, the Certificate of Incorporation or
these By-laws.
The Board of Directors likewise may appoint from their number
or from the stockholders other committees from time to time, the number
(not less than two) composing such committees and the powers conferred
upon the same to be determined by a vote of the Board of Directors.
ARTICLE XII
Directors' Meetings
Regular Meetings of the Board of Directors shall be held at
such places within or without the State of Delaware and at such times as
the Board by vote may determine from time to time, and if so determined
no notice thereof need be given. Special Meetings of the Board of
Directors may be held at any time or place either within or without the
State of Delaware, whenever called by the Chairman of the Board of
Directors, the President, a Vice Chairman, the Chairman of the Executive
Committee, a Vice-President, the Secretary, an Assistant Secretary or
three or more Directors, notice thereof being given to each Director by
the Secretary or an Assistant Secretary or officer calling the meeting,
or at any time or place without formal notice, provided all the
Directors are present or waive notice thereof as provided in Article VI
hereof. Notice of Special Meetings, stating the time and place thereof,
shall be given by mailing the same to each Director at his residence or
business address at least two days before the meeting, or by delivering
the same to him personally or telephoning or telegraphing the same to
him at his residence or business address at least one day before the
meeting, unless, in case of exigency, the Chairman of the Board of
Directors or the President or a Vice Chairman or the Chairman of the
Executive Committee or in their absence the Secretary shall prescribe a
shorter notice to be given personally or by telephoning or telegraphing
each Director at his residence or business address. Such Special
Meetings shall be held at such times and places as the notice thereof or
waiver shall specify.
ARTICLE XIII
Quorum at Directors' Meetings
One-third of the number of Directors, but not less than four
members of the Board of Directors, shall constitute a quorum for the
transaction of business, but a less number may adjourn any meeting from
time to time and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting a majority of the
members present thereat shall decide any question brought before such
meeting, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws.
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Form 10-K 1993 Stone & Webster, Incorporated
ARTICLE XIV
Officers
The officers of this Corporation shall be a Chairman of the
Board of Directors, a President, a Secretary and a Treasurer. There may
be one or more Vice Chairmen, one or more Vice-Presidents and a Chairman
of the Executive Committee. The officers shall be elected by the Board
of Directors at the first meeting after the Annual Meeting of the
stockholders, and a meeting may be held without notice for this purpose
immediately after the Annual Meeting of the stockholders and at the same
place.
ARTICLE XV
Eligibility of Officers
The Chairman of the Board of Directors, the President and the
Chairman of the Executive Committee may, but need not, be stockholders
but shall be Directors of this Corporation. The Vice Chairmen, the
Vice-Presidents, Secretary, Treasurer and such other officers as may be
elected or appointed may, but need not, be stockholders or Directors of
this Corporation. Any person may hold more than one office provided the
duties thereof can be consistently performed by the same person,
provided, however, that no one person shall, at the same time, hold the
three offices of President or Vice-President and Secretary and
Treasurer.
ARTICLE XVI
Additional Officers and Agents
The Board of Directors, at its discretion, may appoint one or
more Assistant Treasurers, and one or more Assistant Secretaries, and
such other officers or agents as it may deem advisable, and prescribe
the duties thereof.
ARTICLE XVII
Chairman of the Board of Directors
The Chairman of the Board of Directors shall be the chief
executive officer of this Corporation, and, as such, shall have
supervision of its policies, business, and affairs, and such other
powers and duties as are commonly incident to the office of chief
executive officer. He shall preside at the meetings of the Board of
Directors and may call meetings of the Board of Directors and of any
committee thereof whenever he deems it necessary, and he shall call to
order and act as chairman of all meetings of the stockholders of this
Corporation. In addition, he shall have such other powers and duties as
the Board of Directors shall designate from time to time. The Chairman
of the Board of Directors, unless some other person is thereunto
specifically authorized by vote of the Board of Directors, shall have
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Form 10-K 1993 Stone & Webster, Incorporated
power to sign all certificates of stock, bonds, deeds and contracts of
this Corporation.
ARTICLE XVIII
President
The President shall have such powers and duties as are
commonly incident to his office. He shall also have such other powers
and duties as the Board of Directors or the Chairman of the Board of
Directors shall designate from time to time. He may call meetings of
the Board of Directors and of any committee thereof whenever he deems it
necessary. The President, unless some other person is thereunto
specifically authorized by vote of the Board of Directors, shall have
power to sign all certificates of stock, bonds, deeds and contracts of
this Corporation.
ARTICLE XIX
Vice Chairman
The Vice Chairman shall have such powers and duties as are
commonly incident to his office. He shall also have such other powers
and duties as the Board of Directors or the Chairman of the Board of
Directors shall designate from time to time. The Vice Chairman, unless
some other person is thereunto specifically authorized by vote of the
Board of Directors, shall have power to sign all certificates of stock,
bonds, deeds and contracts of this Corporation.
ARTICLE XX
Chairman of the Executive Committee
The Chairman of the Executive Committee shall preside at the
meetings of the Executive Committee and may call meetings thereof
whenever he deems it necessary. In addition, he shall have such other
powers and duties as the Board of Directors shall designate from time to
time.
ARTICLE XXI
Vice-Presidents
The Vice-Presidents shall each possess such powers and perform
such duties, in addition to those expressly provided herein, as the
Board of Directors may from time to time determine.
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Form 10-K 1993 Stone & Webster, Incorporated
ARTICLE XXII
Secretary
The Secretary shall keep accurate minutes of all meetings of
the stockholders, the Board of Directors and the Executive Committee,
respectively, shall perform all the duties commonly incident to his
office, and shall perform such other duties and have such other powers
as the Board of Directors shall designate from time to time. The
Secretary shall have power, together with the Chairman of the Board, the
President, a Vice Chairman or a Vice-President, to sign certificates of
stock of this Corporation. In his absence at any meeting an Assistant
Secretary or a Secretary Pro Tempore shall perform his duties thereat.
The Secretary, any Assistant Secretary and any Secretary Pro Tempore
shall be sworn to the faithful discharge of their duties.
ARTICLE XXIII
Treasurer
The Treasurer, subject to the order of the Board of Directors,
shall have the care and custody of the moneys, funds, valuable papers
and documents of this Corporation (other than his own bond which shall
be in the custody of the President) and shall have and exercise, under
the supervision of the Board of Directors, all the powers and duties
commonly incident to his office, and shall, if required by the Board of
Directors, give bond in such form and with such sureties as it may
require. He shall deposit all funds of this Corporation in such bank or
banks, trust company or trust companies or with such firm or firms doing
a banking business, as the Directors shall designate and shall have
power to borrow from time to time at his discretion moneys for the
corporate needs of this Corporation and cause to be issued as evidence
thereof notes of this Corporation. He may endorse for deposit or
collection all checks, notes, et cetera, payable to this Corporation or
to its order, may accept drafts on behalf of this Corporation, and,
together with the Chairman of the Board, the President, a Vice Chairman,
or a Vice-President, may sign certificates of stock. He shall keep
accurate books of account of this Corporation's transactions which shall
be the property of this Corporation, and, together with all its property
in his possession, shall be subject at all times to the inspection and
control of the Board of Directors. The Treasurer shall be subject in
every way to the order of the Board of Directors.
All checks, drafts, notes, bonds, or other obligations for the
payment of money shall be signed by the Treasurer and/or such other
officer or officers, agent or agents, as the Board of Directors shall by
resolution direct. The Board of Directors may, in its discretion, also
provide by resolution for countersignature or registration of checks,
drafts, notes and/or bonds of this Corporation. Checks for the total
amount of any pay roll may be drawn in accordance with the foregoing
provisions and deposited in a special fund. Checks upon this fund may
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Form 10-K 1993 Stone & Webster, Incorporated
be drawn by such person as the Treasurer shall designate and need not be
countersigned.
ARTICLE XXIV
Resignations and Removals
Any Director, officer or agent of this Corporation may resign
at any time by giving written notice to the Board of Directors or to any
elected officer of this Corporation and any member of any committee may
resign by giving written notice either as aforesaid or to the committee
of which he is a member or the chairman thereof. Any such resignation
shall take effect at the time specified therein or, if the time be not
specified, upon receipt thereof; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
Any Director may be removed from office, but only for cause,
at a meeting called for the purpose and by the affirmative approval of
holders of shares of capital stock of the Corporation entitled to cast
at least a majority of the votes at the time entitled to be cast
generally in the election of directors by all of the outstanding shares
of all classes of capital stock of the Corporation, considered for the
purposes of this paragraph of this Article as one class; provided,
however, that if the Board of Directors, by vote of two-thirds of all
the Directors then in office, shall have recommended removal of a
Director, then stockholders may remove such Director from office by the
foregoing procedure without cause. If any Director shall be removed
pursuant to this paragraph of this Article, then the stockholders of the
Corporation may, at the meeting at which such removal is effected, elect
his successor.
The Board of Directors, by vote of not less than a majority of
all the Directors of the Corporation at the time in office, may remove
from office any officer, agent or member of any committee, elected or
appointed by it.
ARTICLE XXV
Vacancies
If the office of any Director, one or more, becomes vacant by
reason of death, resignation, removal, disqualification or otherwise,
then (except where such vacancy results from removal and is filled by
the stockholders as provided in the Restated Certificate of
Incorporation) the Directors at the time in office may, by vote of a
majority of the Directors then in office, elect a successor or
successors who shall hold office for the unexpired term, and even if
there be less than a quorum of the Directors at the time in office, said
Directors may by a majority vote elect a successor or successors who
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shall hold office for the unexpired term. Vacancies in the Board of
Directors may be filled for an unexpired term by the stockholders having
voting power at a meeting of the stockholders called for that purpose,
by the vote required in Article IX hereof, unless such vacancy shall
have been filled by the Directors in the manner provided in this
Article. Vacancies resulting from an increase in the number of
Directors shall be deemed to be vacancies to be filled in the manner
provided in this Article.
If the office of any officer or agent, one or more, becomes
vacant for any of the aforesaid reasons, the successor or successors
shall be elected or appointed by the Board of Directors.
This Article may not be amended or repealed except by the
affirmative approval of holders of shares of capital stock of the
Corporation entitled to cast at least two-thirds of the votes at the
time entitled to be cast generally in the election of directors by all
of the outstanding shares of all classes of capital stock of the
Corporation, considered for the purposes of this Article as one class,
or by resolution adopted by a vote of two-thirds of all the Directors of
the Corporation at the time in office.
ARTICLE XXVI
Capital Stock
The maximum amount of capital stock shall be as fixed in the
Certificate of Incorporation or in any lawful amendments thereto from
time to time.
ARTICLE XXVII
Certificates of Stock
Every stockholder shall be entitled to a certificate or
certificates of the capital stock of this Corporation in such form as
may be prescribed by the Board of Directors, duly numbered and setting
forth the number and kind of shares. Such certificates shall be signed
by the Chairman of the Board, the President, a Vice Chairman, or a Vice-
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. The Board of Directors may also
appoint one or more Transfer Agents and/or Registrars for its stock of
any class or classes and may require stock certificates to be
countersigned by one or more of them. If certificates of capital stock
of this Corporation are manually signed by the Registrar, the signatures
thereon of the Transfer Agent and of the Chairman of the Board of
Directors, the President, a Vice Chairman, or a Vice-President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, of this Corporation, may be facsimiles, engraved or printed.
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Form 10-K 1993 Stone & Webster, Incorporated
Any provisions of these By-laws with reference to the signing of stock
certificates shall include in cases above permitted, such facsimile
signatures. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any
such certificate or certificates, shall cease to be such officer or
officers of this Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been
delivered by this Corporation, such certificate or certificates may
nevertheless be adopted by the Board of Directors of this Corporation
and be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such
officer or officers of this Corporation.
ARTICLE XXVIII
Transfer of Stock
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing on the back
of the certificate or by a written power of attorney to sell, assign and
transfer the same on the books of this Corporation, signed by the person
appearing by the certificate to be the owner of the shares represented
thereby, and shall be transferable on the books of this Corporation upon
surrender thereof so assigned or endorsed. The person registered on the
books of this Corporation as the owner of any shares of stock shall
exclusively be entitled as the owner of such shares to receive dividends
and to vote as such owner, in respect thereof. It shall be the duty of
every stockholder to notify this Corporation of his post office address.
ARTICLE XXIX
Transfer Books
The Board of Directors shall have power to close the stock
transfer books of this Corporation for a period not exceeding sixty (60)
days preceding the date of any meeting of stockholders or the date for
payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, as a record date for
the determination of the stockholders entitled to notice of, and to vote
at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such stockholders as
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Form 10-K 1993 Stone & Webster, Incorporated
shall be stockholders of record on the date so fixed shall be entitled
to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of this
Corporation after any such record date fixed as aforesaid. Except where
the transfer books of the Corporation shall have been closed or a date
shall have been fixed as a record date for the determination of the
Stockholders entitled to vote, as hereinbefore provided, no share of
stock shall be voted on at any election for Directors which shall have
been transferred on the books of the Corporation within twenty (20) days
next preceding such election of Directors.
ARTICLE XXX
Loss of Certificates
In case of the loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued upon such
terms as the Board of Directors shall prescribe.
ARTICLE XXXI
Seal
The seal of this Corporation shall consist of a flatfaced
circular die with the words and figures "Stone & Webster, Incorporated
Corporate Seal 1929 Delaware" cut or engraved thereon.
ARTICLE XXXII
Books and Records
Unless otherwise expressly required by the laws of Delaware,
the books and records of this Corporation may be kept outside of the
State of Delaware at such places as may be designated from time to time
by the Board of Directors.
ARTICLE XXXIII
Voting of Stock Held
Unless otherwise provided in the Certificate of Incorporation
of this Corporation or by resolution of the Board of Directors, the
Chairman of the Board of Directors or the President may from time to
time appoint an attorney or attorneys or agent or agents of this
Corporation, in the name and on behalf of this Corporation to cast the
votes which this Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation or association, any of whose stock or
securities may be held by this Corporation, at meetings of the holders
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Form 10-K 1993 Stone & Webster, Incorporated
of the stock or other securities of such other corporations or
associations, or to consent in writing to any action by any such other
corporation or association, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent,
and may execute or cause to be executed on behalf of this Corporation
and under its corporate seal, or otherwise, such written proxies,
consents, waivers or other instruments as he may deem necessary or
proper in the premises; or the Chairman of the Board of Directors or the
President, or his attorney or agent, may attend any meeting of the
holders of stock or other securities of any such other corporation or
association and thereat vote or exercise any or all other powers of this
Corporation as the holder of such stock or other securities of such
other corporation or association.
ARTICLE XXXIV
Amendments
Except as otherwise expressly provided in a By-law adopted by
the stockholders at the time having voting power, all By-laws of this
Corporation shall be subject to amendment or repeal, and new By-laws may
be adopted, either by the affirmative approval of holders of shares of
capital stock of the Corporation entitled to cast at least a majority of
the votes at the time entitled to be cast generally in the election of
directors by all of the outstanding shares of all classes of capital
stock of the Corporation, considered for the purposes of this Article as
one class, given at an Annual Meeting or at any Special Meeting,
provided notice of the proposed amendment or repeal or of the proposed
new Bylaws be included in the notice of such meeting, or by the
affirmative vote of a majority of all of the Directors of the
Corporation at the time in office given at a regular or special meeting
of the Board of Directors, provided notice of the proposed amendment or
repeal or of the proposed new By-laws be included in the notice of such
meeting or waiver thereof or all of the Directors at the time in office
be present at such meeting. Except as aforesaid, By-laws made or
amended by the stockholders or by the Board of Directors shall be
subject to amendment or repeal by the stockholders entitled to vote or
by the Board of Directors.
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