Exhibit 3.2
BY-LAWS OF VSE CORPORATION
(as approved and adopted by the Board of Directors
of VSE Corporation on March 9, 2004)
ARTICLE I
OFFICES
Section 1. The registered office of the corporation 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
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors
shall be held in the Washington, D.C., metropolitan area, at such place as may
be fixed from time to time by the board of directors, or at such other place 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 1986,
shall be held in the month of May each year at a date and at a time to be fixed
by the board of directors and stated in the notice of meeting, at which time
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
thereat at least ten 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 said
meeting, arranged in alphabetical order, showing the address of 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, town or village where the meeting is
to be held and which place shall be specified in the notice of the meeting, or,
if not specified, at the place where said 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 chairman and chief executive officer and
shall be called by the chairman and chief executive officer or secretary at the
request in writing of a majority of the board of directors, or at the request in
writing of stockholders owning twenty-five percent (25%) 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 of stockholders, stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote
thereat, at least five days before the date fixed for the meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. 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 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power 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 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be a minimum of six directors and a maximum of ten directors. Within the
limits above specified, the number of directors shall be determined by
resolution of the board of directors or by the stockholders at the annual
meeting. 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; however,
no person who is not serving as a director of the corporation as of January 1,
1993, who has attained 65 years of age or more, shall be nominated, elected or
qualified to serve as a director of the corporation. 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 the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. 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 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 a 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 or shall be
under the direction of 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.
Section 4. Stockholders of the corporation may recommend persons to be
nominated for election as directors of the corporation at the annual meeting of
stockholders. To be considered for nomination, such recommendation must be
received in writing by the secretary of the corporation no later than ninety
(90) days before the date which corresponds to the date on which the annual
meeting of stockholders was held during the immediate prior year. Such
recommendation shall be accompanied by the name of the stockholder proposing
the candidate, evidence that stockholder is a beneficial owner of the
outstanding stock of the corporation as of the record date established for the
determination of stockholders entitled to notice of and to vote at the annual
meeting of stockholders, the name of candidate being proposed for nomination,
and the candidate's biographical data and qualifications.
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 first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, 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 on two
days' written 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 chairman
and chief executive officer on two days' notice to each director; special
meetings shall be called by the chairman and chief executive officer or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the chairman or secretary in like manner and on like
notice on the written request of the sole director.
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
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 a written consent thereto is signed by all members of the board or
of such committee as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorpora-
tion or these by-laws, members of the board of directors, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. (a) 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; however, except as
required by applicable law or regulation, or as provided by the committee
charter or a resolution of the board approved by a majority of the independent
directors, no committee shall be empowered by the board to initiate or take any
action without prior ratification of such proposed action by the majority of the
board of directors then in office.
(b) No such committee or committees of the board of directors shall have
the power or authority:
(i) to amend the certificate of incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing
for the issuance of shares of stock adopted by the board of directors as
provided in Section 151(a), fix any of the preferences or rights of such
shares relating to dividends, redemption, distribution of assets of the
corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation),
(ii) to adopt an agreement of merger or consolidation,
(iii) to recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets,
(iv) to recommend to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or
(v) to amend the by-laws of the corporation;
and, unless the resolution or certificate of incorporation expressly so
provide, no such committee shall have the power or authority
(vi) to declare a dividend or to authorize the issuance of stock or
to adopt a certificate of ownership and merger.
(c) Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. 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.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
DIRECTORS EMERITUS
Section 15. Unless otherwise restricted by the corporation's certificate
of incorporation or by law, the corporation may have and appoint such directors
emeritus as shall seem advisable to the board of directors. To qualify for
appointment as a director emeritus, the nominee shall be a retired director of
the corporation. The term "director emeritus" is an honorary title entitling
the holder thereof to all of the rights and privileges thereunto pertaining. No
compensation shall be paid by the corporation to a director emeritus for service
as such; however, the board of directors shall have the authority to award
honoraria or to reimburse expenses, if any, under specified conditions set forth
in a resolution of the board. The holder of the title "director emeritus" shall
not act as and shall not be considered a director, officer or otherwise as an
employee or agent of the corporation.
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, it shall given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice 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 or telecopy.
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 offices of the corporation shall be a chairman and chief
executive officer, a president and chief operating officer, one or more vice-
presidents, a chief financial officer, a secretary, a treasurer, and a
comptroller, and such other offices as shall seem advisable to the board. Two
or more offices 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 and chief executive officer from
among the directors, and shall choose a president and chief operating officer,
one or more vice-presidents, a chief financial officer, a secretary, a
treasurer, and a comptroller, none of whom need be a member of the board. The
board may also choose such additional vice-presidents and assistant secretaries,
treasurers, and comptrollers as shall seem advisable to the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary 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 salary of the Chairman and Chief Executive Officer shall be
reviewed annually, with changes recommended by the Compensation Committee. The
salaries of all officers of the corporation (other than the Chairman and Chief
Executive Officer) shall be reviewed by the Compensation Committee, with changes
recommended by the Chairman and Chief Executive Officer. The Chairman of the
Compensation Committee will present the recommendations of the Compensation
Committee on the salary of the Chairman and Chief Executive Officer and all
other officers of the corporation to the board of directors for ratification
and approval.
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 AND CHIEF EXECUTIVE OFFICER
Section 6. The chairman and chief executive officer of the corporation
shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the board of directors are carried
into effect, and, unless otherwise provided by the board of directors, shall
preside at all meetings of the stockholders and the board of directors.
Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, 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.
Section 8. He shall, as chairman and chief executive officer, be vested
with authority to perform, singly or together with other officers of the
corporation, all of the duties given or imposed by these by-laws or the board
of directors of the other officers or employees of the corporation.
THE PRESIDENT AND CHIEF OPERATING OFFICER
Section 9. The president shall be the chief operating and administrative
officer of the corporation and shall have such other powers as may be prescribed
by the board of directors or chairman and chief executive officer, under whose
supervision he shall be.
Section 10. In the absence or disability of the chairman and chief
executive officer, or in the event of his inability or refusal to act, the
president and chief operating officer shall perform the duties of the chairman
and chief executive officer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the chairman and chief executive
officer.
In the absence or disability of the president and chief operating officer,
the chairman and chief executive officer shall select and recommend to the board
of directors for ratification a candidate to fill the office of president and
chief operating officer. Candidates may be selected from the board of
directors, officers or employees of the corporation or from sources outside of
the corporation. The chairman and chief executive officer will perform the
duties of the president and chief operating officer until a candidate is chosen
and ratified by the board of directors and has qualified to perform the duties
of the office of president and chief operating officer.
THE VICE-PRESIDENTS
Section 11. The vice-president, or if there shall be more than one, the
vice presidents in the order determined by the board of directors (such as
executive vice president, senior vice president, vice president, and assistant
vice president, or in the absence of any determination, then in the order of
their election), shall perform such duties and have such powers as prescribed
by the Chairman and Chief Executive Officer under whose supervision they will
be.
CHIEF FINANCIAL OFFICER
Section 12. The chief financial officer of the corporation shall have the
financial management of the business and shall perform such other duties as may
be prescribed by the board of directors or chief executive officer, under whose
supervision he shall be.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 13. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or chairman and chief executive officer, under whose supervision he
shall be. He shall keep in safe custody the seal of the corporation and he, or
an assistant secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 14. 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 15. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 16. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such disburse-
ments, and shall render to the chairman and chief executive officer and the
board of directors, at its regular meetings, or when the board of directors so
requires, an account of all his transactions as treasurer and of the financial
condition of the corporation.
Section 17. 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.
THE COMPTROLLER AND ASSISTANT COMPTROLLERS
Section 18. The comptroller of the corporation shall be the chief
accounting officer of the corporation and shall perform such other duties as
may be prescribed by the board of directors or chief executive officer, under
whose supervision he shall be.
Section 19. The assistant comptroller, or if there be more than one, the
assistant comptrollers 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 comptroller or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the comptroller and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
ARTICLE VI
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
chairman and chief executive officer, the president, or a vice-president, and
by the treasurer or an assistant treasurer or the secretary or an assistant
secretary of the corporation, bearing the corporate seal or a facsimile thereof
certifying the number of shares owned by him in the corporation.
Section 2. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such chairman and chief
executive officer, president, vice-president, treasurer, assistant treasurer,
secretary, or assistant secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
Section 3. The Secretary or Treasurer who has charge of the transfer and
issuance of stock of the corporation shall issue a new certificate or
certificates in place of any certificate or certificates theretofore issued by
the corporation allegedly lost, upon the submission by the owner of such lost or
destroyed certificate, or his legal representative, to the corporation of 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 or destroyed.
TRANSFERS 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 and
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; except that
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting of stockholders shall be forty-five days prior to
the date of said annual meeting of stockholders, or if the forty-fifth day
shall not be a business day, then on the first business day next following the
forty-fifth day prior to the date of said annual meeting of stockholders. 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 VII
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.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
Section 4. Deleted.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 6. 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.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption be
contained in the notice of such special meeting. If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the certificate
of incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.