18
c:\bylaws-3.doc
As Approved by the Board of
Directors on February 14, 1997
AMENDED AND RESTATED
BY-LAWS
OF
RAYMOND JAMES FINANCIAL, INC.
ARTICLE I
Offices
The Company shall maintain a principal office in the State
of Florida, and may also have offices in such other places either
within or without the State of Florida as the Board of Directors
may from time to time designate or as the business of the Company
may require.
ARTICLE II
Seal
The seal of the Company shall be circular in form and shall
have the name of the Company on the circumference and the words
"Corporate Seal Florida" in the center.
ARTICLE III
Stockholders
Section 1. All meetings of the stockholders shall be
held at the principal office of the Company in the City of St.
Petersburg, County of Pinellas, State of Florida, or at such
other place as shall be determined, within or outside the State
of Florida, from time to time, by the Board of Directors, and the
place at which such meeting shall be held shall be stated in the
notice of the meeting. A change in the place of meeting shall
not be made within sixty (60) days next before the day on which
an election of directors is to be held, and a notice of any
change shall be sent to each stockholder at least twenty (20)
days before the election is to be held.
Section 2. The annual meeting of the stockholders
of the Company for the election of directors, and for the
transaction of such other business as may properly come before
the meeting, shall be held each year on the date and at the time
set by the Board of Directors. If the annual meeting of the
stockholders be not held as herein prescribed, the election of
directors may be held at any meeting thereafter called pursuant
to these By-laws.
At the annual meeting of the stockholders of the
Company, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought
before an annual meeting, business must either be specified in
the notice of meeting given by or at the direction of the Board
of Directors, otherwise brought before the meeting by or at the
direction of the Board of Directors, or otherwise properly
brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's
notice must be received at the principal business office of the
Company no later than the date designated for receipt of
stockholders' proposals in a prior public disclosure made by the
Company. If there has been no such prior public disclosure, then
to be timely, a stockholder's notice must be received at the
principal business office of the Company not less than sixty (60)
days nor more than ninety (90) days prior to the annual meeting
of stockholders; provided, however, that in the event that less
than seventy (70) days' notice of the date of the meeting is
given to stockholders by notice or prior public disclosure,
notice by the stockholder, to be timely, must be received by the
Company not later than the close of business on the tenth day
following the day on which the Company gave notice or made a
public disclosure of the date of the annual meeting of
stockholders. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before
the annual meeting: (a) a brief description of the business or
proposal desired to be brought before the annual meeting and the
reasons for conducting such business or making such proposal at
the annual meeting, (b) the name and address, as they appear on
the Company's records, of the stockholder proposing such
business, (c) the class and number of shares of the Company's
stock which are beneficially owned by the stockholder, (d) any
material interest of the stockholder or any associate of the
stockholder in such business or proposal and (e) the same
information required by clauses (b), (c) and (d) above with
respect to any other stockholder that, to the knowledge of the
stockholder proposing such business, supports such proposal.
Subject to the discretion vested in the chairman of the meeting
under Section 8 below, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth
in this Section 2. The chairman of an annual meeting shall, if
he so determines, declare to the annual meeting that a matter of
business was not properly brought before the meeting in
accordance with the provisions of this Section 2, and upon such
determination and declaration any such business not properly
brought before the meeting shall not be transacted.
Section 3. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute,
may be called by the Chairman of the Board of Directors, or, upon
authorization by the Board of Directors, by the President, or any
Vice President and shall be called at any time by the Chairman of
the Board of Directors, the President, or any Vice President, or
the Secretary or the Treasurer, upon the request of stockholders
owning twenty-five per cent (25%) of the outstanding stock of the
Company entitled to vote at such meeting. Business transacted at
all special meetings shall be confined to the objects stated in
the notice of meeting.
Section 4. Notice of the time and place of the annual
meeting of stockholders or any special meeting of stockholders
shall be given by mailing notice of the same at least ten (10)
days and not more than sixty (60) days prior to the meeting, with
postage prepaid, to each stockholder of record of the Company
entitled to vote at such meeting at the address appearing on the
record books of the Company. The Board of Directors may fix in
advance a date, not exceeding seventy (70) days preceding the
date of any meeting of stockholders, as a record date for the
determination of the stockholders entitled to notice of and to
vote at any such meeting.
Section 5. A quorum at any annual or special meeting
of stockholders shall consist of stockholders representing,
either in person or by proxy, a majority of the outstanding
capital stock of the Company entitled to vote at such meeting,
except as otherwise specially provided by law or in the
Certificate of Incorporation.
Section 6. If a quorum be not present at a properly
called stockholders' meeting, the meeting may be adjourned by
those present, and if a notice of such adjourned meeting, sent to
all stockholders entitled to vote thereat, contains the time and
place of holding such adjourned meeting and a statement of the
purpose of the meeting, that the previous meeting failed for lack
of a quorum, and that under the provisions of this section it is
proposed to hold the adjourned meeting with a quorum of those
present, then, at such adjourned meeting, except as may be
otherwise required by law or provided in the Certificate of
Incorporation, any number of stockholders entitled to vote
thereat, represented in person or by proxy, shall constitute a
quorum, and the votes of a majority in interest of those present
at such meeting shall be sufficient to transact business.
Section 7. At all meetings of the stockholders every
registered owner of shares entitled to vote may vote in person or
by proxy and shall have one vote for each such share standing in
his name on the books of the Company. At all elections of
directors the voting shall be by ballot. The Board of Directors,
or, if the Board shall not have made the appointment, the
chairman presiding at any meeting of stockholders, shall have
power to appoint one or more persons to act as inspectors or
tellers to receive, canvass, and report the votes cast by the
stockholders at such meeting; but no candidate for the office of
director shall be appointed as inspector or teller at any meeting
for the election of directors.
Section 8. The Chairman of the Board or the President
or, in their absence, a Vice President shall preside at all
meetings of the stockholders; and, in the absence of the
Chairman, the President and Vice President, the Board of
Directors may appoint any officer to act as chairman of the
meeting. The chairman of the meeting shall have broad discretion
in determining the order of business at a stockholders' meeting.
The chairman's authority to conduct the meeting shall include,
but in no way be limited to, opening and adjourning the meeting,
recognizing stockholders entitled to speak, allowing for and
terminating questions by stockholders, calling for reports,
stating questions and putting them to a vote, calling for
nominations, determining whether any business or proposal is
properly before the meeting and announcing the results of voting.
The chairman also shall take such actions as are necessary and
appropriate to preserve order at the meeting. The rules of
parliamentary procedure need not be observed in the conduct of
stockholders' meetings.
Section 9. The Secretary of the Company shall act as
secretary of all meetings of the stockholders; and, in his
absence, the Chairman may appoint any person to act as secretary
of the meeting.
ARTICLE IV
Directors
Section 1. The management of all the affairs,
property, and business of the Company shall be vested in a Board
of Directors, consisting of the number of persons authorized
under the Certificate of Incorporation, who shall be elected at
the annual meeting of the stockholders by a plurality vote, for a
term of one year, and shall hold office until their successors
are elected and qualify. In addition to the powers and
authorities by these By-laws and the Certificate of Incorporation
expressly conferred upon it, the Board of Directors may exercise
all powers of the Company and do all lawful acts and things which
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 2. Subject to the Certificate of
Incorporation, the number of directors may at any time be
increased or decreased by vote of a majority of the Board of
Directors at any regular or special meeting, if the notice of
such meeting contains a statement of the proposed increase or
decrease. In case of any such increase, the Board of Directors
at any meeting shall have power to elect such additional
directors to hold office until the next annual meeting of the
stockholders, and until their successors are elected and qualify.
Section 3. All vacancies in the Board of Directors,
whether caused by increase in number of directors, resignation,
death, or otherwise, may be filled by a majority of the remaining
directors attending a meeting, even though less than a quorum be
present. A director thus elected to fill any vacancy shall hold
office for the unexpired term of his predecessor, and until his
successor is elected and qualifies.
Section 4. The Board of Directors may hold meetings
and keep the books of the Company outside the State of Florida.
Section 5. The annual meeting of the board of
Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of the stockholders, or
immediately following any adjournment thereof, for the purpose of
the organization of the Board and the election or appointment of
officers for the ensuing year and for the transaction of such
other business as may be brought before such meeting.
Section 6. Regular meetings of the Board of Directors
may be held without notice at the principal office of the Company
or at such other place or places, within or without the State of
Florida, as the Board of Directors may from time to time
designate.
Section 7. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of
Directors, or the President, or, in their absence, by any Vice
President, or by any two directors, to be held at the principal
office of the Company, or at such other place or places, within
or without the State of Florida, as the directors may from time
to time designate.
Section 8. Notice of all special meetings of the Board
of Directors shall be given to each director by two (2) days'
service of the same by telecopier transmission, by mail, or
personally.
Section 9. At meetings of the Board of Directors the
Chairman of the Board, or, in his absence, the President, or a
designated Vice President shall preside. A majority of the
members of the Board of Directors shall constitute a quorum for
the transaction of business, but less than a quorum may adjourn
any meeting from time to time until a quorum shall be present,
whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every director shall be present,
even though without any notice, any business may be transacted.
Section 10. The Board of directors may establish, from
time to time, a schedule of compensation for members of the Board
of Directors, as well as a fixed sum and expenses of attendance
for attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to
preclude any director from serving the Company in any other
capacity and receiving compensation therefor. Members of special
or standing Committees may be allowed compensation for attending
Committee meetings. Unless otherwise determined by the Board of
Directors, directors who are employees of the Company shall not
receive any compensation for service on the Board of Directors,
but shall be reimbursed for expenses of attendance at meetings.
Section 11. No contract or other transaction between
the Company and one or more of its directors, or any other
corporation, firm, association, or entity in which one or more of
its directors are directors or officers, or are financially
interested, shall be either void or voidable because of such
relationship or interest, because such director or directors are
present at the meeting of the Board of Directors or a Committee
thereof which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such
purpose, if:
(a) The fact of such relationship or interest is
disclosed or known to the Board of Directors or Committee which
authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or
(b) The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by
vote or written consent; or
(c) The contract or transaction is fair and reasonable
as to the Company at the time it is authorized by the Board of
Directors, a Committee or the shareholders.
An interested director may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a Committee
thereof which authorizes, approves, or ratifies such contract or
transaction.
Section 12. The Company shall:
(a) Indemnify any person made a party to an
action by or in the right of the Company to procure a judgment in
its favor by reason of his being or having been a director or
officer of the Company, or of any other corporation, firm,
association or entity which he served as such at the request of
the Company, against the reasonable expenses, including
attorneys' fees, incurred by him in connection with the defense
or settlement of such action, or in connection with an
appeal therein, except in any case where such person is adjudged
in a final adjudication to have been guilty of conduct as to
which, as a matter of law, no such indemnification may be made;
(b) Indemnify any person made a party to an
action, suit or proceeding, other than one by or in the right of
the Company to procure a judgment in its favor, whether civil or
criminal, brought to impose a liability or penalty on such person
for an act alleged to have been committed by such person in his
capacity of director or officer of the Company, or of any other
corporation, firm, association or entity which he served as such
at the request of the Company, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys'
fees, incurred as a result of such action, suit or proceeding, or
any appeal therein, unless the Board of Directors determines that
such person did not act in good faith in the reasonable belief
that such action was in the best interests of the Company. The
termination of any such civil or criminal action, suit or
proceeding by judgment, settlement, conviction or upon a plea of
nolo contendere shall not in itself disqualify such person from
indemnification except in any case where such person is adjudged
in a final adjudication to have been guilty of conduct as to
which, as a matter of law, no such indemnification may be made;
(c) Advance the payment of expenses, including
attorneys' fees, to any person entitled to indemnification
hereunder during the pendency of any claim, action or proceeding,
unless otherwise determined by the Board of Directors in any
case.
The foregoing rights of reimbursement or indemnification shall
not be exclusive of other rights to which any such person may
otherwise be entitled and, in the event of his or her death,
shall extend to his or her legal representatives.
Section 13. Each officer, director, or member of any
Committee designated by the Board of Directors shall, in the
performance of his or her duties, be fully protected in relying
on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:
(a) one or more officers or employees of the
Company whom he or she reasonably believes to be reliable and
competent in the matters presented;
(b) legal counsel, public accountants, or other
persons, as to matters he or she reasonably believes are within
the persons' professional or expert competence; or
(c) a Committee of the Board of Directors of
which he or she is not a member, if he or she reasonably believes
the Committee merits confidence.
In discharging his or her duties, a director may consider
such factors as the director deems relevant, including the long-
term prospects and interests of the Company and its shareholders,
and the social, economic, legal, or other effects of any action
on the employees, suppliers, customers of the Company or its
subsidiaries, the communities and society in which the Company or
its subsidiaries operate, and the economy of the state and the
nation.
Section 14. No person shall be liable to the Company
for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him or her as a director or
officer of the Company, or of any other corporation, firm,
association, or entity in which he or she serves in any position
at the request of the Company, if such action was taken:
(a) In good faith;
(b) With the care an ordinarily prudent person in
a like position would exercise under similar circumstances; and
(c) In a manner he or she reasonably believes to
be in the best interests of the Company.
ARTICLE V
Committees
Section 1. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor
more than nine members, one of whom shall be the Chairman of the
Board, and shall designate one of such members as Chairman of the
Executive Committee. The Board may also designate one or more of
its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or
members. The Board of Directors reserves to itself alone the
power to declare dividends, issue stock, recommend to
stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein,
and discharge any committee either with or without cause at any
time. Subject to the foregoing limitations, the Executive
Committee shall possess and exercise all other powers of the
Board of Directors during the intervals between meetings.
Section 2. The Board of Directors may also appoint
from among its own members such other committees as the Board may
determine, including an Audit Committee and a Compensation
Committee, which shall in each case consist of not less than two
directors, and which shall have such powers and duties as shall
from time to time be prescribed by the Board.
Section 3. A majority of the members of any committee
may fix its rules of procedure. All actions by any committee
shall be reported to the Board of Directors at a meeting
succeeding such action and shall be subject to revision,
alteration, and approval by the Board of Directors.
ARTICLE VI
Divisions
Section 1. The Board of Directors of the Company may
appoint individuals who may, but need not be directors, officers,
or employees of the Company, to serve as members of an Advisory
Board of Directors of one or more operating divisions of the
company and may fix fees or compensation for attendance at
meetings of any such Advisory Boards. The members of any such
Advisory Board may adopt and from time to time may amend rules
and regulations for the conduct of their meetings and shall keep
minutes which shall be submitted to the Board of Directors of the
Company. The term of office of any member of the Advisory Board
of Directors shall be at the pleasure of the Board of Directors
of the Company and shall expire the day of the annual meeting of
the stockholders of the Company. The function of any such
Advisory Board of Directors shall be to advise with respect to
the affairs of the operating divisions of the Company to which it
is appointed.
Section 2. The Board of Directors of the Company, or
the Chairman, may from time to time confer on the employees of
the company assigned to any operating division of the Company, or
discontinue, the title of President, Vice President, and any
other titles deemed appropriate. Any employee so designated as an
officer of an operating division shall have authorities,
responsibilities, and duties with respect to his operating
division corresponding to those normally vested in the comparable
officer of the Company by these By-laws, subject to such
limitations as may be imposed by the Board of Directors of the
Company or the Chairman. The designation of any such title to an
employee of an operating division of the Company shall not be
permitted to conflict in any way with the executive or
administrative authority of any officer of the Company and shall
not constitute authorization for such person to act as an officer
of the Company or to represent himself or herself as an officer
of the Company.
ARTICLE VII
Officers
Section 1. The Board of Directors shall elect from its
own number a Chairman of the Board and shall elect a President
and such Vice Presidents (who may or may not be directors, and
who may be designated Executive or Senior Vice Presidents) as in
the opinion of the Board the business of the Company requires, a
Chief Financial Officer (who may also be a Vice President,
Treasurer and Controller of the Company), a Treasurer and a
Secretary; and it may elect or appoint from time to time such
other or additional officers, including a Vice Chairman, a
Controller and a General Counsel, and one or more Assistant
Secretaries and Assistant Treasurers, as in its opinion are
desirable for the conduct of the business of the Company. In its
discretion the Board of Directors may leave unfilled any office
except those of President, Chief Financial Officer, Treasurer,
and Secretary. Any individual may hold one or more offices
authorized under these By-laws.
Section 2. The Board of Directors may authorize the
Company to enter into employment contracts with any executive
officer for periods longer than one year, and any provision of
the Certificate of Incorporation or By-laws for annual election
shall be without prejudice to the contract rights if any, of an
executive officer under such a contract. Subject to his rights
under any such employment contract, any officer or agent shall be
subject to removal at any time by the affirmative vote of a
majority of the whole Board of Directors. An officer, agent, or
employee, other than officers appointed by the Board of
Directors, shall hold office at the discretion of the officer
appointing him.
Section 3. The Chairman of the Board of Directors
shall preside at all meetings of the Board of Directors and
stockholders and shall be the Chief Executive Officer of the
Company. He may appoint officers, agents, or employees other
than those appointed by the Board of Directors. He may sign,
execute, and deliver in the name of the Company powers of
attorney, contracts, bonds, and other obligations and shall
perform such other duties as may be prescribed from time to time
by the Board of Directors or by the By-laws.
Section 4. The Vice Chairman shall have such powers
and perform such duties as may be assigned to him by the Board of
Directors or the Chairman.
Section 5. The President shall exercise such duties as
customarily pertain to the office of President and, subject to
the direction of the Chairman and Chief Executive Officer, shall
have general and active supervision over the property, business,
and affairs of the Company and over its several officers. In the
absence of the Chairman of the Board, he shall preside at all
meetings of the stockholders and at meetings of the Board of
Directors.
Section 6. Each Vice President shall have such powers
and perform such duties as may be assigned by the Board of
Directors, the Chairman, or the corporate officer to whom the
Vice President reports. In the absence or disability of the
President, the Board or the Chairman shall designate a Vice
President to perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts and
other obligations pertaining to the regular course of his duties.
Section 7. The Chief Financial Officer shall be
responsible for the financial reporting on a consolidated basis
of the Company and its subsidiaries. He or she shall perform
such other duties as may be assigned by the Board of Directors or
the Chairman, including duties that may otherwise be assigned to
the Treasurer under these By-laws, and shall be responsible to
the Chairman for the performance of the duties of the office.
Section 8. The Controller shall be the chief
accounting officer of the Company, unless that responsibility is
also being fulfilled by the Chief Financial Officer. He or she
shall perform such duties as shall be assigned by the Chief
Financial Officer.
Section 9. The Treasurer shall, subject to the
direction of the Chairman or the Chief Financial Officer, have
general custody of all the funds and securities of the Company
and have general supervision of the collection and disbursement
of funds of the Company. He or she shall endorse on behalf of
the Company for collection checks, notes, and other obligations,
and shall deposit the same to the credit of the Company in such
bank or banks or depositories as the Board of Directors may
designate, or shall designate others to do so. He or she may
sign, with the Chairman, the President, the Chief Financial
Officer, or such other person or persons as may be designated for
the purpose by the Board of Directors, all bills of exchange or
promissory notes of the Company. Unless such responsibilities
are being fulfilled by the Chief Financial Officer or the
Controller, he or she shall enter or cause to be entered
regularly in the books of the Company full and accurate account
of all moneys received and paid on account of the Company; shall
at all reasonable times exhibit the books and accounts of the
Company to any director of the Company upon application at the
office of the Company during business hours; and, whenever
required by the Board of Directors or the Chairman, shall render
a statement of accounts. He or she shall perform such other
duties as may be prescribed from time to time by the Board of
Directors or by the By-laws. He or she shall give bond for the
faithful performance of these duties in such sum and with such
surety as shall be approved by the Board of Directors.
Any Assistant Treasurer shall have such authority to
sign and endorse checks, notes and other obligations of the
Company, and open bank accounts, and such other duties and
responsibilities, as shall be authorized by the Treasurer or the
Chief Financial Officer.
Section 10. The Secretary shall keep the minutes of
all meetings of the stockholders and of the Board of Directors,
and to the extent ordered by the Board of Directors or the
Chairman, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of stockholders, of the
Board of Directors, and of any committee appointed by the Board.
He shall have custody of the corporate seal and general charge of
the records, documents, and papers of the Company not pertaining
to the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any
director, and shall authenticate records of the Company as
required from time to time. He may sign or execute contracts
with the Chairman, the President, or a Vice President thereunto
authorized, in the name of the Company, and affix the seal of the
Company thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
By-laws.
Any Assistant Secretary shall have the authority to
perform the duties of the Secretary and such other duties as may
be assigned by the Chairman or the Secretary.
Section 11. The General Counsel shall advise and
represent the Company generally in all legal matters and
proceedings and shall act as counsel to the Board of Directors
and the Executive Committee. The General Counsel may sign and
execute pleadings, powers of attorney pertaining to legal
matters, and any other contracts and documents in the regular
course of his duties.
Section 12. In addition to such bank accounts as may
be authorized in the usual manner by resolution of the Board of
Directors, the Treasurer or the Controller of the Company, with
the approval of the Chairman, the President, or the Chief
Financial Officer, may authorize such bank accounts to be opened
or maintained in the name and on behalf of the Company as he or
she may deem necessary or appropriate, payments from such bank
accounts to be made upon and according to the check of the
Company which may be signed jointly or singly by either the
manual or facsimile signature or signatures of such officers or
bonded employees of the Company as shall be specified in the
written instruction of the Treasurer or the Controller of the
Company with the approval of the Chairman or the President of the
Company.
Section 13. In case any office shall become vacant,
the Board of Directors shall have power to fill such vacancies.
In case of the absence or disability of any officer, the Board of
Directors may delegate the powers or duties of any officer to
another officer or a director for the time being.
Section 14. Unless otherwise ordered by the Board of
Directors, the Chairman, the President, the Chief Financial
Officer, the Secretary or any officer thereunto duly authorized
by the Chairman shall have full power and authority on behalf of
the Company to attend and to vote at any meeting of stockholders
of any corporation in which the Company may hold stock, and may
exercise on behalf of the Company any and all of the rights and
powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of the Company in
connection with the exercise by the Company of the rights and
powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any
other person or persons.
Section 15. The salaries of officers, agents, and
employees though the same be directors and/or stockholders, shall
be fixed by the Board of Directors.
ARTICLE VIII
Capital Stock
Section 1. Certificates for stock of the company shall
be in such form as the Board of Directors may from time to time
prescribe and shall be signed by the Chairman of the Board or the
President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an assistant Treasurer,
manually or in facsimile. A stock certificate signed (manually
or in facsimile) by an officer of the Company shall be valid even
though such person no longer holds office when the certificate is
issued.
Section 2. The Board of Directors shall have power to
appoint one or more Registrars and Transfer Agents for the
registration and transfer of certificates of stock of any class,
and may require that stock certificates shall be countersigned
and registered by one or more of such Registrars and Transfer
Agents.
Section 3. Shares of capital stock of the Company
shall be transferable on the books of the Company only by the
holder of record thereof in person or by duly authorized
attorney, upon surrender and cancellation of certificates for a
like number of shares.
Section 4. In case any certificate for shares of the
capital stock of the Company shall be lost, stolen, or destroyed,
the Company may require such proof of the fact and such indemnity
to be given to it and to its Transfer Agent and Registrar, if
any, as shall be deemed necessary or advisable by it.
Section 5. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the
part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by
law.
Section 6. The Board of Directors may fix in advance a
date, not exceeding 70 days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the
date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at any such
meeting, or entitled to receive payment of any such dividends, or
to exercise the rights in respect to any such change, conversion,
or exchange of capital stock, and in such case only stockholders
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 allotment of rights, or exercise such rights, as the
case may be, and notwithstanding any transfer of any stock on the
books of the Company after any such record date fixed as herein
provided.
ARTICLE IX
Miscellaneous; Dividends
Section 1. The Board of Directors shall have power to
fix, and from time to time change, the fiscal year of the
company.
Section 2. Any notice required to be given under the
provisions of these By-laws or otherwise may be waived by the
stockholder, director, or officer to whom such notice is required
to be given.
Section 3. The Board of Directors or any committee
thereof, may take any action contemplated under these By-laws by
unanimous written consent in lieu of meeting.
Section 4. Dividends may be declared by the Board of
Directors and paid to shareholders to the extent permitted by
law, subject to any conditions and limitations imposed by the
Certificate of Incorporation of the Company.
ARTICLE X
The Board of Directors shall have power to add any
provision to or to amend or repeal any provision of these By-laws
by the vote of a majority of all of the directors at any regular
or special meeting of the Board, provided that a statement of the
proposed action shall have been included in the notice or waiver
of notice of such meeting of the Board. The stockholders may
amend or repeal any provision of these By-laws by the vote of a
majority of the stock at any meeting, provided that a statement
of the proposed action shall have been included in the notice or
waiver of notice of such meeting of stockholders.