Exhibit 3.1
BY-LAWS OF VSE CORPORATION
(as amended by the Board of Directors
of VSE Corporation on April 22, 2008)
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 shall
be called by the chairman 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 pro-
posed 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.
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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. 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
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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 on two days' notice to each director; special meetings shall
be called by the chairman 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
incorporation 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 com-
mittee 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
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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 shall receive such compensation for their services as directors
as shall be determined by the board of directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefore. 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.
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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 chief
executive officer, a president, a chief operating officer, a chief
financial officer, one or more vice-presidents, 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. The board of directors may designate the chairman
of the board as an executive chairman, in which case such executive
chairman shall be an officer of the corporation.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman from among the
directors, and shall choose a chief executive officer, a president, a
chief operating officer, a chief financial officer, a one or more
vice-presidents, 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 chief executive officer and of the
executive chairman, if one is designated, shall be reviewed annually,
with changes recommended by the Compensation Committee. The salaries
of all officers of the corporation (other than the chief executive
officer and the executive chairman, if one is designated) shall be re-
viewed by the Compensation Committee, with changes recommended by the
chief executive officer. The chairman of the Compensation Committee
will present the recommendations of the Compensation Committee 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
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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 OF THE BOARD
Section 6. The chairman of the board shall preside at all
meetings of the stockholders and of the board of directors. He shall
perform all such other duties as are properly required of him by the
board of directors.
Section 7. The board of directors may designate the chairman of
the board as an executive chairman, in which case such person shall be
an officer of the corporation. He shall advise and counsel with the
chief executive officer and, in his absence, with other officers of
the corporation, and he shall perform such other duties as may from
time to time be assigned to him by the board of directors. A chairman
of the board designated as an executive chairman need not be an
employee of the corporation.
THE CHIEF EXECUTIVE OFFICER
Section 8. The 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 in the absence of the chairman of the board
preside at all meetings of the stockholders.
Section 9. 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 10. He shall, as 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 on the other officers or employees of the
corporation.
Section 11. In the absence or disability of the president, chief
operating officer, or chief financial officer, the chief executive
officer shall select and recommend to the board of directors for
approval a candidate to fill the office of president, chief operating
officer, or chief financial officer. Candidates may be selected from
the board of directors, officers or employees of the corporation, or
from sources outside of the corporation. The chief executive officer
will perform the duties of the president, chief operating officer, or
chief financial officer until a candidate is chosen and approved by
the board of directors and has qualified to perform the duties of the
office of president, chief operating officer, or chief financial
officer.
THE PRESIDENT
Section 12. The president shall be the chief administrative
officer of the corporation and shall have such other powers as may be
prescribed by the board of directors or chief executive officer, under
whose supervision he shall be.
Section 13. In the absence or disability of the chief executive
officer, or in the event of his inability or refusal to act, the
president shall perform the duties and exercise the powers of the
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chief executive officer, and when so doing, shall have all the powers
of and be subject to all the restrictions on the chief executive offi-
cer.
THE CHIEF OPERATING OFFICER
Section 14. The chief operating officer of the corporation shall
have the operating 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 CHIEF FINANCIAL OFFICER
Section 15. 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 VICE-PRESIDENTS
Section 16. 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 chief executive
officer under whose supervision they will be.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 17. 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 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 18. 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 19. 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.
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Section 20. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chief financial officer, 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 21. 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 22. 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, chief financial
officer or chief executive officer, under whose supervision he shall
be.
Section 23. 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, the 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, 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 oth-
erwise, 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.
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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.
UNCERTIFICATED SHARES
Section 7. The board of directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the corporation.
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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
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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.
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