AMENDED AND RESTATED
BY - LAWS
of
COMTEX SCIENTIFIC CORPORATION
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meetings. An annual meeting of
shareholders, for the purpose of electing directors and of
transacting such other business as may come before it, shall
be held annually at the office of the Corporation or at such
other place, either within or without the State of New York,
as may be fixed by the Board of Directors and specified in the
notice of meeting. The annual meeting shall be held at such
dated as the Board of Directors may determine.
Section 2. Special Meetings. A special meeting of
shareholders may be called at any time by the President or by
the Board of Directors.
Section 3. Place of Meeting. All meetings of the
shareholders of the Corporation for the election of directors
shall be held at the offices of the Corporation, or at such
other location within or without the State of New York as the
Board of Directors may determine. All other meetings of the
shareholders shall be held at such places, within or without
the State of New York, as may from time to time be fixed by
the Board of Directors or as shall be specified or fixed in
the respective notices or waivers of notice thereof.
Section 4. Notice of Meetings. Except as otherwise
required by statute, notice of each meeting of shareholders,
whether annual or special, shall be given, at least ten days
before the day on which the meeting is to be held, be given to
each shareholder of record of the Corporation entitled to vote
at the meeting (as such shareholders of record are determined
by the Board of Directors of the Corporation pursuant to the
provisions of Article VI, Section 5, hereof) by delivering a
written or printed notice thereof, which notice shall state
the time and place thereof, to him personally or at his post
office address last known to the officers of the Corporation.
Except as otherwise required by statute, no publication of any
notice of a meeting of shareholders shall be required. Every
notice of a special meeting of shareholders, besides stating
the time and place of the meeting, shall state briefly the
purposes thereof, and no business other than that specified in
such notice shall be transacted at such meeting, except with
the unanimous consent in writing of the holders of all the
shares of the Corporation. Nevertheless, notice of any
meeting of shareholders shall not be required to be given to
any shareholder who shall attend such meeting in person or by
proxy; and if any shareholder shall, in person or by attorney
duly authorized, waive notice of any meeting, whether before
or after such meeting is held, notice thereof need not be
given to him. Except as otherwise required by statute, no
notice of any adjourned meeting of shareholders of the
Corporation shall be required to be given.
Section 5. Quorum. At any meeting of shareholders of
the Corporation, a majority in interest of the shareholders of
the Corporation entitled to vote at such meeting shall be
present in person or by proxy to constitute a quorum for the
transaction of business. In the absence of a quorum, a
majority in interest of those present in person or by proxy
may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until holders of
the amount of shares requisite to constitute a quorum shall be
present in person or represented by proxy. At any such
adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at
the meeting as originally called.
Section 6. Inspectors of Election. Two Inspectors of
election shall be chosen by the person presiding at each
meeting of the shareholders of the Corporation. The
Inspectors shall receive and take in charge all proxies and
ballots, and shall decide all questions touching upon the
qualifications of voters, the validity of proxies, and the
acceptance and rejection of votes. In case of a tie vote by
the Inspectors on any questions, the person presiding at such
meeting shall decide.
Section 7. Organization. At every meeting of
shareholders, the President, or in the absence of the
President, a chairman chosen by a majority in interest of the
shareholders of the Corporation present in person or by proxy,
shall act as chairman. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, shall act as secretary
at all meetings of the shareholders. In the absence from any
such meeting of both the Secretary and the Assistant
Secretaries, the chairman may appoint any person to act as
secretary of the meeting. Such person shall be sworn to the
faithful discharge of his duties as such secretary of the
meeting before entering thereon.
Section 8. Voting. At each meeting of the shareholders,
each holder of shares of the Corporation entitled to vote at
such meeting shall be entitled to vote for each share held by
him and registered in his name on the books of the Corporation
on the record date set by the Board of Directors for such
meeting. Shares of its own belonging to the Corporation shall
not be voted upon directly or indirectly. Persons holding
shares in a fiduciary capacity shall be entitled to vote the
shares so held and persons whose shares are pledged shall be
entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or
his proxy, may represent such shares and vote thereon. Any
vote may be made in person or by proxy appointed by an
instrument in writing signed by a shareholder or by his
attorney thereunto authorized and delivered to the secretary
of the meeting; provided, however, that no proxy shall be
voted on after eleven months from its date unless such proxy
provides for a longer period. Except as otherwise required by
statute or the Certificate of Incorporation or the By-laws of
the Corporation, at all meetings of the shareholders, all
matters shall be decided by the vote of a majority in interest
of the shareholders of the Corporation entitled to vote
thereon, present in person or by proxy, a quorum being
present.
Section 9. List of Shareholders. It shall be the duty
of the Secretary or other officer of the Corporation who shall
have charge of the share ledger to prepare and make, at least
ten days before every meeting for the election of directors,
a complete list of shareholders of the Corporation as of the
record date for such meeting, arranged in alphabetical order.
Such list shall be produced and kept at the time and place of
the election during the whole time thereof, and subject to the
inspection of any shareholder who may be present. The
original or duplicate share ledger shall be the only evidence
as to who are the shareholders entitled to examine such list,
or the books of the Corporation, or to vote in person or by
proxy, at such meeting.
ARTICLE II
Board of Directors
Section 1. General Powers and Compensation. The
property, affairs and business of the Corporation shall be
managed by a Board of Directors, whose members shall be
reimbursed for traveling expenses incurred in attending any
meeting of the Board of Directors or of any Committee thereof
and each member, except salaried officers of the Corporation,
shall be paid such fee for each meeting of the Board of
Directors or of any Committee thereof he attends as may be
fixed by the Board of Directors from time to time.
Section 2. Number, Term of Office and Qualifications.
The number of directors shall be fixed by the Board of
Directors but shall not be less than three. The Board of
Directors, by a majority of the entire Board, may from time to
time increase or decrease the number of directors, but not to
less than three. Directors need not be shareholders of the
Corporation. The directors shall be elected annually in the
manner provided in these By-Laws, and each director shall
continue in office until his successor shall have been elected
and qualified, or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
In case of any increase in the number of directors, the
additional directors may be elected by the Board of Directors,
at any regular meeting or at a special meeting of such Board
called for such purpose, or by the shareholders at the first
annual meeting held after such increase or at a special
meeting of shareholders called for such purpose.
Section 3. Election. At each meeting of the
shareholders for the election of directors at which a quorum
is present, directors shall be elected by a plurality of the
votes cast at such meeting by the holders of shares entitled
to vote in the election. Such election shall be by ballot.
Section 4. Organization. At every meeting of the Board
of Directors, the Chairman of the Board of Directors, or in
his absence, a chairman chosen by a majority of the directors
present, shall preside. The Secretary of the Corporation
shall act as secretary of the Board of Directors. In case the
Secretary shall be absent from any meeting of the Board, an
Assistant Secretary shall perform the duties of the Secretary
at such meeting; and in the absence from any such meeting of
both the Secretary and the Assistant Secretaries the chairman
may appoint any person to act as secretary of the meeting,
Such person shall be sworn to the faithful discharge of his
duties as such secretary of the meeting before entering
thereupon.
Section 5. Resignation. Any director of the Corporation
may resign at any time by giving written notice to the
Chairman of the Board of Directors or the Secretary of the
Corporation. Such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective.
Section 6. Vacancies. Any vacancy in the Board of
Directors because of death, resignation, disqualification or
any other cause may be filled by vote of the remaining Board
of Directors, even though less than a quorum, at any regular
or special meeting thereof, and the director or directors so
elected shall hold office until the next annual election and
until his of their successor or successors shall be duly
elected and qualified. Any such vacancy resulting from any
cause whatsoever not previously filled as aforesaid may be
filled by the shareholders at their first annual meeting held
after such vacancy shall occur or at a special meeting thereof
held for such purpose or at the special meeting held for the
purpose of voting to remove such director as provided in
Section 11 of this Article II.
Section 7. Place of Meeting. The Board of Directors may
hold its meetings, have one or more offices, and keep the
books and records of the Corporation, at such place or places
within or without the State of New York, as the Board may from
time to time determine.
Section 8. Regular Meetings. Regular meetings of the
Board of Directors shall be held immediately following each
annual meeting of shareholders called for the purpose of
electing directors and every second month thereafter on a date
to be fixed by the Board at the preceding regular meeting.,
If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day not
a legal holiday at such place. Notice of regular meetings
need not be given.
Section 9. Special Meetings. Special meetings of the
Board of Directors shall be held whenever called by the
President or a majority of the Board of Directors, Notice of
each such meeting shall be mailed to each director, addressed
to him at his residence or usual place of business not later
than the second day before the day on which the meeting is to
be held, or shall be sent to him at such place by telegraph,
or be delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held. Notice
of any meeting of the Board or of any Committee need not be
given to any director, however, if waived by him in writing,
whether before or after such meeting is held, or if he shall
be present at the meeting; and any meeting of the Board of
Directors or of any Committee shall be a legal meeting without
any notice thereof having been given, if all the members shall
be present thereat.
Section 10. Quorum and Manner of Acting. A majority of
the directors in office at the time of any regular or special
meeting of the Board of Directors shall be present in person
or by telephone conference call at such meeting in order to
constitute a quorum for the transaction of business at such
meeting, and, except as otherwise required by statute or the
Certificate of Incorporation or the By-Laws of the
Corporation, the act of a majority of the directors present at
any such meeting at which a quorum is present shall be the act
of the Board of Directors. At all meetings of the Board of
Directors or any Committee thereof, each member of the Board
or Committee shall have one vote. In the absence of a quorum,
a majority of the directors present may adjourn the meeting
from time to time until a quorum be had. Notice of any
adjourned meeting need not be given. Any one or more members
of the Board or any Committee thereof may participate in a
meeting of the Board or Committee by means of a conference
telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute
presence in person at a meeting. Any action required or
permitted to be taken by the Board or any Committee thereof
may be taken without a meeting if all members of the Board or
the Committee consent in writing to the adoption of a
resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board or
Committee shall be filed with the minutes of the proceedings
of the Board or Committee.
Section 11. Removal of Directors. Any director may be
removed for cause at any time by the Board of Directors at any
regular or special meeting by a majority vote of the entire
Board. Any director may be removed with or without cause by
the affirmative vote of a majority in interest of the holders
of record of the shares of the Corporation entitled to vote
thereon at a special meeting of the shareholders called for
such purpose; and the vacancy in the Board caused by any such
removal may be filled by vote of the shareholders at such
meeting or by the Board.
Section 12. Committees. The Board of Directors may
designate from among the directors an Executive Committee and
other Committees, each consisting of three or more directors,
to serve at the pleasure of the Board of Directors. Each such
Committee shall have such of the authority of the Board of
Directors as the Board of Directors shall determine, except
that no such Committee shall have authority (a) to submit to
the shareholders any action that needs shareholders'
authorization pursuant to law, (b) to fill vacancies in the
Board of Directors or in any Committee, (c) to fix the
compensation of the directors for serving on the Board of
Directors or on any Committee, (d) to amend or repeal these
By-Laws or to adopt new By-Laws or (e) to amend or repeal any
resolution of the Board of Directors which by its terms shall
not be so amendable or repealable. The Board of Directors may
designate one or more directors, as alternate members of any
such Committee, who may replace any absent member or members
at any meeting of such Committee.
ARTICLE III
Officers
Section 1. Number. The officers of the Corporation
shall be a Chairman of the Board of Directors, a President,
one or more Vice Presidents, a Treasurer and a Secretary, and
such officers as may be appointed in accordance with the
provisions of Section 3 of this Article. One person may hold
the offices and perform the duties of any of said officers,
including those of President, provided, however, that no
offices shall be held by the same person in conflict with the
laws of the State of New York.
Section 2. Election, Term of Office and Qualifications.
The officers of the Corporation shall be appointed annually by
the Board of Directors. Each officer, except such officers as
may be appointed in accordance with the provisions of Section
3 of this Article, shall hold his office until his successor
shall have been duly chosen and qualified, or until his death
or until he shall resign, or shall have been removed in the
manner hereinafter provided. The Chairman of the Board of
Directors shall be and remain a director of the Corporation.
The other officers of the Corporation need not be directors of
the Corporation.
Section 3. Subordinate Officers. The Board of Directors
may appoint such other officers as may be deemed necessary,
including one or more additional Vice Presidents, one or more
Assistant Treasurers, and one or more Assistant Secretaries,
each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-
Laws or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer
or Committee the power to appoint any such subordinate
officers.
Section 4. Removal. Any officer may be removed, either
with or without cause, by the vote of a majority of the entire
Board of Directors at a special meeting of the Board of
Directors called for such purpose, or, except in the case of
any officer elected or appointed by the Board of Directors, by
any Committee or superior officer upon whom such power of
removal may be conferred by the Board of Directors.
Section 5. Resignation. Any officer may resign at any
time by giving written notice to the Board of Directors, or to
the Chairman of the Board of Directors, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or any other
cause, shall be filled for the unexpired portion of the term
in the manner prescribed in these By-Laws for regular
appointments or elections to such office.
Section 7. Chairman of the Board of Directors. The
Chairman of the Board of Directors shall preside at meetings
of the Board of Directors and shall do and perform such other
duties as may from time to time be assigned to him by the
Board of Directors.
Section 8. The President. The President shall preside
at all meetings of the shareholders. He shall be the chief
executive and administrative officer and chief operating
officer of the Corporation and shall have general management
and direction of the business of the Corporation. He may
sign, with the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, certificates of shares of
the Corporation, and shall do and perform such other duties as
may from time to time be assigned to him by the Board of
Directors.
Section 9. Vice Presidents. The Vice Presidents may
also sign with the Treasurer or an Assistant Treasurer, the
Secretary or an Assistant Secretary, any or all certificates
of shares of the Corporation, and shall perform such other
duties as from time to time may be assigned to them by the
Board of Directors.
Section 10. Secretary. The Secretary shall record all
the proceedings of the meetings of the Corporation and of the
Board of Directors in books provided for that purpose, see
that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law, be
custodian of the records and of the seal of the Corporation
and see that it is affixed to all documents requiring it, have
general charge of the share certificate book and share ledger
and keep or cause to be kept by the transfer agent all records
therein, see that books, reports, statements, certificates and
other documents and records required by law are properly kept,
made and filed, and, in general, perform all duties incident
to the officer of the Secretary and such other duties as may
be prescribed by these By-Laws or from time to time assigned
to him by the Board of Directors.
Section 11. Assistant Secretary. At the request of the
Secretary, or in his absence or disability, an Assistant
Secretary shall perform all duties of the Secretary, and, when
so acting, shall have all the powers of, and be subject to all
the restrictions of, the Secretary. He shall perform such
other duties as from time to time may be assigned to him by
the Board of Directors.
Section 12. Treasurer. The Treasurer shall have the
custody of all funds, securities, evidences of indebtedness
and other valuable documents of the Corporation. He shall
enter in the books of the Corporation full and accurate
accounts of all moneys received and paid out, and whenever
required by the Board of Directors he shall render a statement
of the condition of the Corporation's finances, and he shall
perform all such other duties as may be incident to the office
of the Treasurer or as may be imposed upon him by the Board of
Directors.
Section 13. Assistant Treasurer. At the request of the
Treasurer, or in his absence or disability, an Assistant
Treasurer shall perform all the duties of the Treasurer, and
when so acting, shall have all the powers of and be subject to
all the restrictions upon, the Treasurer. He shall perform
such other duties as from time to time may be assigned to him
by the Board of Directors.
Section 14. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the
Corporation.
Section 15. Inability to Act. In case of the absence or
inability of any officer of the Corporation to act and of any
person herein authorized to act in his place, the Board of
Directors may from time to time delegate the powers or duties
of such officer to any other officer or any director or other
person whom they may select.
ARTICLE IV
Indemnification of Directors and Officers
On the terms, to the extent, and subject to the
conditions, prescribed by statute and by such rules and
regulations, not inconsistent with statute, as the Board may
in its discretion impose in general or particular cases or
classes of cases, (a) the Corporation shall indemnify any
person made, or threatened to be made, a party to an action or
proceeding, civil or criminal, including, without limitation,
an action by or in the right of the Corporation or by or in
the right of any other corporation of any type or kind,
domestic or foreign, which any director or officer of the
Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or
intestate, was a director or officer of the Corporation, or
served such other corporation in any capacity, against
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily
incurred as a result of such action or proceeding, or any
appeal therein, and (b) the Corporation may pay, in advance of
final disposition of any such action or proceeding, expenses
incurred by such person in defending such action or
proceeding. The Corporation shall indemnify, and make
advancements to, any person made, or threatened to be made, a
party to any such action or proceeding by reason of the fact
that he, his testator or intestate, was an agent or employee
(other than a director or officer) of the Corporation in any
capacity, on the terms, and by any rules and regulations of
the Board, which would have been applicable if he had been a
director or officer of the Corporation.
ARTICLE V
Contracts, Checks, Drafts and Bank Accounts
Section 1. Contracts. The Board of Directors, except as
in these By-Laws otherwise provided, may authorize any officer
or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name and on behalf
of the Corporation, and such authority may be general or
confined to specific instances. Unless so authorized by the
Board of Directors, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract
or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.
Section 2. Loans. Any two of the officers of the
Corporation as may from time to time be designated for the
purpose by the Board of Directors, or by any officer or
officers thereunto duly authorized by the Board of Directors,
acting together, may effect loans and advances at any time for
the Corporation from any bank, trust company or other
institution, or from any firm or individual, and for such
loans and advances may make, execute and delivery promissory
notes and other evidences of indebtedness of the Corporation.
No property whatever owned or held by the Corporation shall be
pledged, hypothecated or transferred as security for loans and
advances except by two officers of the Corporation acting
together, who shall have been designated for such purpose by
the Board of Directors, or by any officer or officers
thereunto duly authorized by the Board of Directors.
Section 3. Checks and Drafts. All checks, drafts,
orders for the payment of money, bills of lading, warehouse
receipts, obligations, bills of exchange, insurance
certificates and all endorsements (except endorsements for
collections for the account of the Corporation or for deposit
to its credit) shall be signed by such officer or officers,
employee or employees, of the Corporation or by facsimile
signature of such officer or officers, employee or employees,
of the Corporation as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation
unless otherwise authorized and directed by a resolution of
the Board of Directors duly recorded in the minutes of the
meetings of the Board of Directors, shall be deposited from
time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of
Directors may select or as may be selected by any officer or
officers, agent or agents of the Corporation to whom such
power may from time to time be delegated by the Board of
Directors; and for the purpose of such deposit, checks, drafts
and other orders for the payment of money which are payable to
the order of the Corporation may be endorsed, assigned and
delivered by the President, or a Vice President, or the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, or by any agent or employee of the
Corporation to whom any of said officers, in writing, or the
Board of Directors, by resolution, shall have delegated such
power.
Section 5. Bank Accounts. The Board of Directors may
from time to time authorize the opening and keeping with such
banks, trust companies or other depositiaries as the Board may
select of general and special bank accounts, and may make such
special rules and regulations with respect thereto, not
inconsistent with the provisions of these By-Laws, as they may
deem expedient.
ARTICLE VI
Shares
Section 1. Certificates. Certificates for shares of the
Corporation shall be in such form as shall be approved by the
Board of Directors. They shall be numbered in the order of
their issue and shall be signed by the President or one of the
Vice Presidents and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary. A record shall be
made of each certificate issued including the number of the
certificate, the name of the person owning the shares
represented thereby, the number of shares and the date
thereof. Every certificate exchanged or returned to the
Corporation shall be marked "Canceled", with the date of
cancellation, by the Secretary or the Corporation's transfer
agent.
Section 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the books of the
Corporation by the holder thereof, or by his attorney
thereunto authorized by a power of attorney duly executed and
filed with the Secretary of the Corporation, or its transfer
agent, if any, and on surrender of the certificate or
certificates for such shares properly endorsed. The
Corporation shall at all times maintain in the State of New
York, a transfer office or agency, for each class of shares of
the Corporation, where shares shall be directly transferable.
A person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof as regards the
Corporation; provided, that whenever any transfer of shares
shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the Corporation or to
said transfer agent shall be so expressed in the entry of the
transfer.
Section 3. Lost, Destroyed and Mutilated Certificates of
Shares. The holder of any shares of the Corporation shall
immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Corporation
may issue a new certificate in the place of any certificate
theretofore issued by it alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate or his
legal representative to give the Corporation a bond in such
sum, not exceeding double the value of such shares, and with
such surety or sureties, as it may direct, to indemnify the
Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such
certificate.
Section 4. Regulations. The Board of Directors may make
such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for
shares of the Corporation.
Section 5. Closing of Transfer Books or Fixing of Record
Dates. The Board of Directors shall have power to close the
share transfer books of the Corporation for a period not
exceeding thirty days preceding the date of any meeting of
shareholders 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 shares shall go into effect or
for a period of not exceeding thirty days in connection with
obtaining consent of shareholders for any purpose; provided,
however, that in lieu of closing the share transfer books as
stated, the Board of Directors may fix in advance a date not
exceeding thirty nor less than ten days preceding the date of
any meeting of shareholders or not exceeding thirty days
preceding 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 shares shall go into effect or a
date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend, or entitled to receive
any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares
or to give such consent; and in such case only such
shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation
after any such record date so fixed.
ARTICLE VII
Seal
The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the full
name of the Corporation and the words and figures
"Incorporated 1980", or words and figures of similar import and
the words "New York".
ARTICLE VIII
Amendments
These By-Laws shall be subject to alteration or repeal,
and new By-Laws not inconsistent with any provision of the
Certificate of Incorporation or any provision of law, may be
made either by the affirmative vote of the holders of record
of a majority of the outstanding shares of the Corporation,
given at an annual meeting or at any special meeting, provided
notice of the proposed alteration or repeal or of the proposed
new By-laws shall be included in the notice of such meeting,
or by the affirmative vote of a majority of the entire Board
of Directors given at any meeting of the Board of Directors,
provided notice of the proposed alteration or repeal or of the
proposed new By-Laws shall be included in the notice of such
meeting. By-Laws made or altered by the Board of Directors
shall be subject to alteration or repeal by the shareholders.
Amended: September 15, 1997