EXHIBIT 3-C
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the fourth quarter
1995 meeting of the Board of Directors held on March 28, 1995.
1. The first sentence of Section 3.2 of Article Three - Directors
shall be and hereby is amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of eight members."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the second quarter
1995 meeting of the Board of Directors held on August 22, 1994.
1. The first sentence of Section 3.2 of Article Three - Directors
shall be and hereby is amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of seven members."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly
meeting of the Board of Directors held on March 20, 1992.
1. The first section of Section 3.2 of Article Three - Directors
shall be amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of six members."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly
meeting of the Board of Directors held on August 19, 1991.
1. The first section of Section 3.2 of Article Three - Directors
shall be amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of seven members."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly
meeting of the Board of Directors held on March 19, 1991.
1. The first section of Section 3.2 of Article Three - Directors
shall be amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of six members."
2. The section 3.4 of Article Three Directors shall be deleted in its
entirety and amended to read as follows:
"3.4 Vacancies. The Directors may fill the place of any Director
that may become vacant prior to the expiration of his term, such appointment
by the Directors to continue until the expiration of the term of the Director
whose place has become vacant and until a successor is elected. The Directors
may also fill the place of any Director position newly created, such
appointment by the Directors to continue until the next annual meeting of
shareholders and until a successor is elected."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly
meeting of the Board of Directors held on November 27, 1989.
1. The first section of Section 3.2 of Article Three - Directors
shall be amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of five members."
AMENDMENT TO BYLAWS
OF
TECH DATA CORPORATION
The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly
meeting of the Board of Directors held on March 17, 1988.
1. The first section of Section 3.2 of Article Three - Directors
shall be amended to read as follows:
ARTICLE THREE
DIRECTORS
"3.2 Number of Directors; Quorum. The Board of Directors shall
consist of six members."
BY-LAWS
OF
TECH DATA CORPORATION
ARTICLE ONE
OFFICES
The Corporation shall at all times maintain a registered office in the
State of Florida and a registered agent at that address but may have other
offices located within or outside the State of Florida as the Board of
Directors may determine.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 Annual Meeting. A meeting of shareholders of the Corporation
shall be held annually, within five months of the end of each fiscal year of
the Corporation. The annual meeting shall be held at such time and place and
on such date as the Directors shall determine from time to time and as shall
be specified in the notice of the meeting. In no case may an annual meeting
be more than thirteen months after the preceding annual meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Directors, the President or any holder or holders of
as much as ten percent of the outstanding capital stock of the Corporation.
Special meetings shall be held at such a time and place and on such date as
shall be specified in the notice of the meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Florida.
2.4 Notice. Notice of annual or special shareholders meetings stating
the place, day and hour of the meeting shall be given in writing not less than
ten nor more than sixty days before the date of the meeting, either mailed to
the last known address or personally given to each shareholder. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called. The notice of any meeting at which amendments to
or restatements of the Articles of Incorporation, merger or consolidation of
the Corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further
comply with all requirements of law. Notice of a meeting may be waived by an
instrument in writing executed before or after the meeting. The waiver
need not specify the purpose of the meeting or the business transacted.
2.5 Quorum. At all meetings of shareholders, a majority of the
outstanding shares of stock shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at
the meeting and entitled to vote. A lesser number may adjourn from day to
day, and shall announce the time and place to which the meeting is adjourned.
Notice of any adjourned meeting need only be given by announcement at the
meeting at which the adjournment is taken.
2.6 Proxies, Required Vote. At every meeting of the shareholders,
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the Corporation. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the Articles of Incorporation, or by these By-Laws.
2.7 Presiding Officer and Secretary. At every meeting of
shareholders, the Chairman of the Board, or in his absence or if there be none
the President, or in his absence a Vice President, or, if none be present, the
appointee of the meeting, shall preside. The Secretary, or in his absence an
Assistant Secretary, or if none be present, the appointee of the presiding
officer of the meeting, shall act as Secretary to the meeting.
2.8 Shareholder List. The officer or agent having charge of the
stock transfer books of the Corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholder, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder. If the record of shareholders readily
shows such information, it may be produced in lieu of such a list.
2.9 Action in Lieu of Meeting. Any action to be taken at a meeting
of the shareholders of the Corporation, or any action that may be taken at a
meeting of the shareholders, 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. If any class of shares is entitled to
vote thereon as a class, such written consent shall be required of the holders
of a majority of the shares of each class of shares entitled to vote as a
class thereon and of the total shares entitled to vote thereon.
Within 10 days after obtaining such authorization by written consent,
notice must be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized
action and, if the action be a merger, consolidation, or sale or exchange of
assets for which dissenters rights are provided by law, the notice
shall contain a clear statement of the rights of shareholders dissenting
therefrom.
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ARTICLE THREE
DIRECTORS
3.1 Management. Subject to these By-Laws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the Corporation shall be vested in the Board of Directors, which
shall have and exercise all of the powers that may be exercised or performed
by the Corporation.
3.2 Number of Directors; Quorum. The Board of Directors shall
consist of five members. A majority of said Directors shall constitute a
quorum for the transaction of business. All resolutions adopted and all
business transacted by the Board of Directors shall require the
affirmative vote of a majority of the Directors present at the meeting.
3.3 Classification of Board of Directors. The directors are hereby
divided into three classes, each class to consist, as nearly as may be, of
one-third of the number of directors then constituting the whole board. The
term of office of those of the first class shall expire at the
annual meeting next ensuing. The term of office of the second class shall
expire one year thereafter. The term of office of the third class shall
expire two years thereafter. At each succeeding annual election, the
directors elected shall be chosen for a full term of three years to
succeed those whose terms expire. A Director need not be a shareholder.
3.4 Vacancies. The Directors may fill the place of any Director that
may become vacant prior to the expiration of his term, such appointment by the
Directors to continue until the expiration of the term of the Director whose
place has become vacant and until a successor is elected.
3.5 Election of Directors. Directors shall be elected at the annual
meeting of shareholders, at a special meeting in lieu of the annual meeting of
shareholders, or by written consent pursuant to Section 2.9 hereof. The
Directors shall serve until their successors are elected. If the annual
election of Directors is not held on the date designated therefor, the
Directors shall cause such election to be held as soon thereafter as
convenient.
3.6 Removal. Any Director may be removed from office, with or
without cause upon the majority vote of the shareholders, at a meeting with
respect to which notice of such purpose is given.
3.7 Resignation. Any Director may resign at any time either orally
at any meeting of the Board of Directors or by so advising the Chairman of the
Board, if any, or the President or by giving written notice to the
Corporation. A Director who resigns may postpone the effectiveness of
his resignation to a future date or upon the occurrence of a future event
specified in a written tender of resignation. If no time of effectiveness is
specified therein, a resignation shall be effective upon tender. A vacancy
shall be deemed to exist at the time a resignation is tendered, and the Board
of Directors or the shareholders may, then or thereafter, elect
to appoint a successor to take office when the resignation by its terms
becomes effective.
3.8 Compensation. Directors may be allowed such compensation for
attendance at regular or special meetings of the Board of Directors and of any
special or standing committees thereof as may be determined from time to time
by resolution of the Board of Directors.
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ARTICLE FOUR
COMMITTEES
4.1 Executive Committee.
(a) The Board of Directors may by resolution adopted by a majority of
the entire Board designate an Executive Committee of two or more Directors.
Each member of the Executive Committee shall hold office until the first
meeting of the Board of Directors after the annual meeting of shareholders
next following his election and until his successor is elected and qualified,
or until his death, resignation or removal, or until he shall cease to be a
Director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have
the power to amend or repeal any resolution of the Board of directors that by
its terms shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the authority of the
Board of Directors to (1) recommend amending the Articles of Incorporation or
amend the By-Laws of the Corporation; (2) adopt a plan of merger or
consolidation; (3) adopt a plan to sell, lease, exchange or otherwise dispose
of all or substantially all the property and assets of the Corporation; or (4)
adopt a plan for the voluntary dissolution of the Corporation; and shall not
have the authority of the Board of directors to revoke any of the foregoing
acts by the Board of Directors.
(c) The Executive Committee shall meet from time to time on call of
the Chairman of the Board or the President or of any two or more members of
the Executive Committee. Meetings of the Executive Committee may be held at
such place or places, within or without the State of Florida, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedures, including provision for notice of its meetings. It shall
keep a record of its proceedings and shall report these proceedings to the
Board of Directors at the meeting thereof held next after they have been
taken, and all such proceedings shall be subject to revision or alteration by
the Board of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such revision or
alteration.
(d) The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and by the
Corporation in which officers or Directors of the Corporation are interested
shall require the affirmative vote of a majority of the disinterested
members of the Executive Committee, at a meeting of the Executive Committee at
which the material facts as to the interest and as to the contract or
transaction are disclosed or known to the members of the Executive Committee
prior to the vote.
(e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications
equipment by means of which all persons participating in the proceedings can
hear each other, and such participation shall constitute presence in person at
such proceedings.
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(f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more Directors as
alternate members of the Executive Committee who may act in the place and
stead of any absent member or members at any meeting of said committee.
4.2 Other Committees. The Board of Directors, by resolution adopted
by a majority of the entire Board, may designate one or more additional
committees, each committee to consist of two or more of the Directors of the
Corporation, which shall have such name or names and shall have and may
exercise such powers of the Board or Directors, except the powers denied the
Executive Committee, as may be determined from time to time by the Board of
Directors. Such committees shall provide for their own rules of procedure,
subject to the same restrictions thereon as provided above for the Executive
Committee.
4.3 Removal. The Board of Directors shall have power at any time to
remove any member of any committee, with or without cause, and to fill
vacancies in and to dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Time and Place. Meetings of the Board of Directors may be held
at any place either within or without the State of Florida. The Board of
Directors shall meet immediately following the close of the annual meeting of
shareholders at the place thereof, or at such place and time as shall be fixed
by the consent in writing of all the Directors. In any such case, no notice
of such meeting to the Directors shall be necessary in order to legally
constitute the meeting. If in lieu of an annual meeting the shareholders act
by written consent, then the Board shall meet as soon as is reasonably
practicable after such consent is duly filed with the Corporation, at the call
of the Chairman of the Board, if any, or by the President or by at least
one-third of the Directors then in office at such time and place as shall be
specified by written notice thereof given to each Director either by personal
delivery or by mail, telegram, or cablegram at least two days before the
meeting.
5.2 Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place, within or without the State of
Florida, as shall be determined by the Board of Directors from time to time.
5.3 Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on not
less than two days' written notice by mail, telegram, cablegram or personal
delivery to each Director and shall be called by the Chairman of the Board,
the President or the Secretary in like manner and on like notice on the
written request of any two or more Directors. Any such special meeting shall
be held at such time and place, within or without the State of Florida, as
shall be stated in the notice of meeting. No notice of any meeting of the
Board of Directors need state the purposes thereof.
5.4 Waiver of Notice. Notice of any meeting may be waived by an
instrument in writing executed before or after the meeting.
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5.5 Quorum. At all meetings of the Board of Directors, the presence
of a majority of the authorized number of Directors, shall be necessary and
sufficient to constitute a quorum for the transaction of business. Directors
may participate in any meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by means of such
communications equipment shall constitute the presence in person at such
meeting. 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 law, the Articles of Incorporation,
or these By-Laws. In the absence of a quorum a majority of the Directors
present at any meeting may adjourn the meeting from time to time until a
quorum is present. Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment is taken.
5.6 Action In Lieu of Meeting. 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 setting forth the action
so taken is signed by all members of the Board of Directors or of such
committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board of Directors or of such committee and
any further requirements of law pertaining to such consents have been complied
with.
5.7 Interested Directors and Officers. An interested Director or
officer is one who is a party to a contract or transaction with the
Corporation or who is an officer or Director of, or has a financial interest
in, another corporation, partnership or association that is a party to a
contract or transaction with the Corporation. Contracts and transactions
between the Corporation and one or more interested Directors or officers shall
not be void or voidable solely because of the involvement or vote of such
interested persons as long as (i) the contract or transaction is
approved in good faith by the Board of Directors or appropriate committee by
the affirmative votes of a majority of disinterested Directors, even if the
disinterested Directors be less than a quorum, at a meeting of the Board or
committee at which the material facts as to the interested person or persons
and the contract or transaction are disclosed or known to the Board or
committee prior to the vote; or (ii) the contract or transaction is approved
in good faith by the shareholders after the material facts as to the
interested person or persons and the contract or transaction have been
disclosed to them; or (iii) the contract or transaction is fair as to the
Corporation as to the time it is authorized, approved or ratified by the
Board, committee, or shareholders. Interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or committee
which authorizes the contract or transaction.
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 General Provisions. The officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and may include a Chairman of the
Board, a Vice Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The officer
shall be elected by the Board of Directors at the first meeting of the Board
of Directors after the annual meeting of the shareholders in each year or
shall be appointed as provided in these By-Laws. The Board of Directors may
elect other officers, agents or employees, who shall have such authority and
perform such duties as may be prescribed by the Board of Directors. All
officers shall hold office until the meeting of the Board of Directors
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following the next annual meeting of the shareholders after their election or
appointment and until their successors shall have been elected or appointed
and shall have qualified. Any two or more offices may be held by the same
person, except the offices of President and Secretary. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause. Such removal without cause shall be without prejudice to such
person's contract rights, if any, but the election or appointment of any
person as an officer, agent or employee of the Corporation shall not of itself
create contract rights. The compensation of officers, agents and employees
elected by the Board of Directors shall be fixed by the Board of Directors,
but this power may be delegated to any officer, agent or employee as to
persons under his direction or control. The Board of Directors may require an
officer, agent or employee to give security for the faithful performance of
his duties.
6.2 Powers and Duties of the Chairman of the Board, the Vice-Chairman
of the Board and the President. The powers and duties of the Chairman of the
Board, the Vice- Chairman of the Board and the President, subject to the
supervision and control of the Board of Directors, shall be those usually
appertaining to their respective offices and whatever other powers and duties
are prescribed by these By-Laws or by the Board of Directors.
(a) The Chairman of the Board shall preside at all meetings of the
Board of Directors and at all meetings of the shareholders.
(b) Vice-Chairman of the Board shall, in the absence or disability of
the Chairman, perform the duties of the Chairman.
(c) The President shall, unless otherwise provided by the Board of
Directors, be the Chief Executive Officer of the Corporation. He shall have
general charge of the business and affairs of the Corporation and shall keep
the Board of Directors fully advised. He shall employ and discharge employees
and agents of the Corporation, except such as shall be elected by the Board
of Directors, and he may delegate these powers. He shall have such powers and
perform such duties as generally pertain to the office of the President, as
well as such further powers and duties as may be prescribed by the Board of
Directors. The President may vote the shares or other securities of any other
domestic or foreign Corporation of any type or kind that may at any time be
owned by the Corporation, may execute any shareholder's or other consents in
respect thereof and may in his discretion delegate such powers by executing
proxies, or otherwise, on behalf of the Corporation. The Board of Directors,
by resolution from time to time, may confer like powers upon any other person
or persons.
6.3 Powers and Duties of Vice Presidents. Each Vice President shall
have such powers and perform such duties as the Board of Directors or the
President may prescribe and shall perform such other duties as may be
prescribed by these By-Laws. In the absence or inability to act of the
President, unless the Board of Directors shall otherwise provide, the Vice
President who has served in that capacity for the longest time and who shall
be present and able to act, shall perform all duties and may exercise any of
the powers of the President. The performance of any such duty by a Vice
President shall be conclusive evidence of his power to act.
6.4 Powers and Duties of the Secretary. The Secretary shall have
charge of the minutes of all proceedings of the shareholders and of the Board
of Directors and shall keep the minutes of all their meetings at which he is
present. Except as otherwise provided by these By-Laws he shall attend to the
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giving of all notices to shareholders and Directors. He shall have charge of
the seal of the Corporation, shall attend to its use on all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized and shall attest the same by his signature whenever required. He
shall have charge of the record of shareholders of the Corporation, of all
written requests by shareholders that notices be mailed to them at an address
other than their addresses on the record of shareholders, and of such other
books and papers as the Board of Directors may direct. Subject to the control
of the Board of Directors, he shall have all such powers and duties as
generally are incident to the position of Secretary or as may be assigned to
him by the President or the Board.
6.5 Powers and Duties of the Treasurer. The Treasurer shall have
charge of all funds and securities of the Corporation, shall endorse the same
for deposit or collection when necessary and deposit the same to the credit of
the Corporation in such banks or depositories as the Board of Directors may
authorize. He may endorse all commercial documents requiring endorsements for
or on behalf of the Corporation and may sign all receipts and all commercial
documents requiring endorsement for or on behalf of the Corporation and may
sign all receipts and vouchers for payments made to the Corporation. He shall
have all such powers and duties as generally are incident to the position of
Treasurer or as may be assigned to him by the President or by the Board of
Directors.
6.6 Appointment, Powers and Duties of Assistant Secretaries.
Assistant Secretaries may be appointed by the President or elected by the
Board of Directors. In the absence or inability of the Secretary to act, any
Assistant Secretary may perform all the duties and exercise all the powers of
the Secretary. The performance of any such duty shall be conclusive evidence
of his power to act. An Assistant Secretary shall also perform such other
duties as the Secretary of the Board of Directors may assign to him.
6.7 Appointment, Powers and Duties of Assistant Treasurers. Assistant
Treasurers may be appointed by the President or elected by the Board of
Directors. In the absence or inability of the Treasurer to act, an Assistant
Treasurer may perform all the duties and exercise all the powers of the
Treasurer. The performance or any such duty shall be conclusive evidence of
his power to act. An Assistant Treasurer shall also perform such other duties
as the President of the Board of Directors may assign to him.
6.8 Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer, or
elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer. In such latter event,
such new officer shall serve until the next annual election of officers.
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ARTICLE SEVEN
CAPITAL STOCK
7.1 Certificates. The interest of each shareholder shall be
evidenced by a certificate or certificates representing shares of the
Corporation in such form as the Board of Directors may from time to time adopt
which shall be numbered and entered in the books of the Corporation as
they are issued. Each certificate representing shares shall set forth upon
the face thereof the following:
(a) the name of this Corporation;
(b) that the Corporation is organized under the laws of the State of
Florida;
(c) the name or names of the person or persons to whom the
certificate is issued;
(d) the number and class of shares, and the designation of the
series, if any, that the certificate represents; and
(e) the par value of each share represented by such certificate, or a
statement that the shares are without par value.
Every certificate shall also set forth or fairly summarize upon the face
or back of the certificate, or shall state that the Corporation will furnish
to any shareholder upon request and without charge, a full statement of:
(a) The designations, preferences, limitations, and relative rights
of the shares of each class or series authorized to be issued;
(b) The variations in the relative rights and preferences between the
shares of each such series, and whether the same have been fixed and
determined; and
(c) The authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.
Each certificate shall be signed by the President or a Vice President and
the Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof. If a certificate is manually signed by a
transfer agent or registrar, other than the Corporation itself or an employee
of the Corporation, the signature of any such officer of the Corporation may
be a facsimile In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be delivered as though the
person or persons who signed such certificate or certificates or whose
facsimile signature shall have been used thereon had not ceased to be such
officer or officers.
7.2 Shareholder List The Corporation shall keep or cause to be kept
a record of the shareholders of the Corporation that readily shows, in
alphabetical order or by alphabetical index, and by classes or series of
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stock, if any, the names of the shareholders entitled to vote, with the
address of and the number of shares held by each. Said record shall be
presented and kept open at all meetings of the shareholders.
7.3 Transfer of Shares. Transfer of stock shall be made on the books
of the Corporation only by the person named in the certificate, or by power of
attorney lawfully constituted in writing, and upon surrender of the
certificate thereof, or in the case of a certificate alleged to have been
lost, stolen or destroyed, upon compliance with the provisions of Section 7.7
of these By-Laws.
7.4 Record Dates. (a) For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose,
the Board or Directors may provide that the stock transfer books shall be
closed for a stated period but not to exceed sixty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than sixty days and,
in case of a meeting of shareholders, not less than ten days, prior to the
date on which the particular action requiring such determination of
shareholders is to be taken.
7.5 Registered Owner. The Corporation shall be entitled to treat the
holder of record of any share of stock of the Corporation as the person
entitled to vote such share, to receive any dividend or other distribution
with respect to such share, and for all other purposes and accordingly shall
not be bound to recognize any equitable or other claim or to interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
7.6 Transfer Agent and Registrars. The Board of Directors may
appoint one or more transfer agents or one or more registrars and may require
each stock certificate to bear the signature or signatures of a transfer agent
or a registrar or both.
7.7 Lost Certificates. Any person claiming a certificate of stock to
be lost, stolen or destroyed shall make an affidavit or affirmation of the
fact in such manner as the Board of Directors may require and shall, if the
Directors so require, give the Corporation a bond of indemnity in form and
amount and with one or sureties satisfactory to the Board of Directors,
whereupon an appropriate new certificate may be issued in lieu of the
certificate alleged to have been lost, stolen or destroyed.
7.8 Fractional Shares or Scrip. The Corporation may, when and if
authorized so to do by its Board of Directors, issue certificates for
fractional shares or scrip in order to effect share transfers, share
distributions or reclassifications, mergers, consolidations or
reorganization. Holders of fractional shares shall be entitled, in proportion
to their fractional holdings, to exercise voting rights, receive dividends and
participate in any of the assets of the Corporation in the event of
liquidation. Holders of scrip shall not, unless expressly authorized by
the Board of Directors, be entitled to exercise any rights of a shareholder of
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the Corporation, including voting rights, dividend rights or the right to
participate in any assets of the Corporation in the event of liquidation. In
lieu of issuing fractional shares or scrip, the Corporation may pay in cash
the fair value of fractional interests as determined by the Board of
Directors; and the Board of Directors may adopt resolutions regarding rights
with respect to fractional shares or scrip as it may deem appropriate,
including without limitation the right for persons entitled to receive
fractional shares to sell such fractional shares or purchase such additional
fractional shares as may be needed to acquire one full share, or sell such
fractional share or scrip for the account of such persons.
ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 Inspection of Books and Records. Any person who shall have been
a shareholder of record for at least six months immediately preceding his
demand or who shall be the holder of record of, or authorized in writing by
the holders of record of, or the holder of record of voting trust certificates
for, at least five percent of the outstanding shares of any class or series
of the Corporation, upon written demand stating the purpose thereof, shall
have the right to examine in person or by agent or attorney, at any reasonable
time or times, for any proper purpose, the books and records of account,
minutes and record of shareholders and to make extracts therefrom.
Any inspection authorized above may be denied to a shareholder if he has
within two years sold or offered for sale any list of shareholders or of
holders of voting trust certificates for shares of this Corporation or any
other corporation, has aided or abetted any person in procuring any list of
shareholders or of holders of voting trust certificates for any
such purpose, has improperly used any information secured through any prior
examination of the books and records of account, minutes, or record of
shareholders or of holders of voting trust certificates for shares of
this Corporation or any other corporation, or was not acting in good faith or
for a proper purpose in making his demand.
If the Secretary or a majority of the Board of Directors or members of
the Executive Committee of the Corporation find the request proper, the
Secretary shall notify the shareholder within thirty days after receipt of
said request of time, which shall not be more than thirty days after such
notification, and place at which the inspection may be conducted.
If said request is found by the Secretary, the Board of Directors or the
Executive Committee not to be proper, the Secretary shall so notify the
requesting shareholder within thirty days after receipt of the request. The
Secretary shall specify in said notice the basis for the rejection of the
shareholder's request.
The Secretary, the Board of Directors and the Executive Committee shall
at all times be entitled to rely on the corporate records in making any
determination hereunder.
8.2 Seal. The corporate seal shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the Corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
Corporation.
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8.3 Annual Statements. Not later than four months after the close of
each fiscal year, and in any case prior to the next annual meeting of
shareholders, the Corporation shall prepare:
(a) A balance sheet showing in reasonable detail the financial
condition of the Corporation as of the close of its fiscal year, and
(b) A profit and loss statement showing the results of its operations
during its fiscal year. Upon written request, the Corporation promptly shall
mail to any shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.
ARTICLE NINE
INDEMNIFICATION
9.1 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in a manner which he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
9.2 Under the circumstances prescribed in Sections 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact he is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation; except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation, unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person if fairly and reasonably
entitled to indemnity for such expenses that the court shall deem proper.
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9.3 To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 9.1 and 9.2, or in defense
of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
9.4 Except as provided in Section 9.3 and except as may be ordered by
a court, any indemnification under Section 9.1 and 9.2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Sections 9.1 and 9.2. Such a determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested Directors
so directs, by independent legal counsel in a written opinion, or (3) by the
affirmative vote of a majority of the shares entitled to vote thereon owned by
persons who were not parties to such action, suit or proceeding.
9.5 Expenses, including attorneys' fees, incurred in defending a
civil or criminal action, suit, or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit, or proceeding upon a
preliminary determination following one of he procedures set forth in section
9.4 that the director, officer, employee, or agent met the applicable standard
of conduct set forth in section 9.1 or section 9.2 or as authorized by the
Board of Directors in the specific case and, in either event, upon receipt of
an undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this section.
9.6 The Corporation shall have the power to make any other or further
indemnification of any of its directors, officers, employees, or agents, under
any By-Law, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, except an indemnification against
gross negligence or willful misconduct.
9.7 The indemnification provided by this Article Nine shall continue
as to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of the heirs, executors or administrators of such a
person.
9.8 The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, of is or was serving at the request of the Corporation as a
Director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against himself and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article
Nine.
9.9 If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders
or by an insurance carrier pursuant to insurance maintained by the
Corporation, the Corporation shall, not later than the next annual meeting of
shareholders unless such meeting is held within three months from the date of
such payment, and, in any event, within 15 months from the date of such
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payment, deliver personally or send by first class mail to its shareholders of
record at the time entitled to vote for the election of Directors a statement
specifying the persons paid, the amounts paid, and the nature and status at
the time of such payment of the litigation or threatened litigation.
ARTICLE TEN
NOTICES: WAIVERS OF NOTICE
10.1 Notices. Except as otherwise specifically provided in these By-
Laws, whenever under the provisions of these By-Laws notice is required to be
given to any shareholder, Director or officer, it shall not be construed to
mean personal notice, but such notice may be given by personal notice or by
cable or telegraph, or by mail by depositing the same in the post office or
letter box in a postpaid sealed wrapper, addressed to such shareholder,
officer or Director at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus sent or mailed.
10.2 Waivers of Notice. Except as otherwise provided in these By-
Laws, when any notice whatever is required to be given by law, by the Articles
of Incorporation or by these By-Laws, a written waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. In the case of a shareholder, such
waiver of notice may be signed by the shareholders' attorney or proxy duly
appointed in writing.
ARTICLE ELEVEN
EMERGENCY POWERS
11.1 By-Laws. The Board of Directors may adopt emergency By-Laws,
subject to repeal or change by action of the shareholders, which shall,
notwithstanding any provision of law, the Articles of Incorporation or these
By-Laws, be operative during any emergency in the conduct of the business of
the Corporation resulting from an attack on the United States or on a locality
in which the Corporation conducts its business or customarily holds meetings
of its Board of Directors or its shareholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar
emergency condition, as a result of which a quorum of the Board of Directors
or a standing committee thereof cannot readily be convened for action. The
emergency By-Laws may make any provision that may be practical and necessary
for the circumstances of the emergency.
11.2 Lines of Succession. The Board of Directors, either before or
during any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
11.3 Head Office. The Board of Directors, either before or during
any such emergency, may effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or authorize
the officers to do so.
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11.4 Period of Effectiveness. To the extent not inconsistent with
any emergency By-Laws so adopted, these By-Laws shall remain in effect during
any such emergency and upon its termination the emergency By-Laws shall cease
to be operative.
11.5 Notices. Unless otherwise provided in emergency By-Laws, notice
of any meeting of the Board of Directors during any such emergency may be
given only to such of the Directors as it may be feasible to reach at the
time, and by such means as may be feasible at the time, including publication,
radio or television.
11.6 Officers and Directors Pro Tempore. To the extent required to
constitute a quorum at any meeting of the Board of Directors during any such
emergency, the officers of the corporation who are present shall, unless
otherwise provided in the emergency By-Laws, be deemed, in order of rank and
within the same rank in order of seniority, Directors for such meeting.
11.7 Liability of Officers, Directors and Agents. No officer,
Director, agent or employee acting in accordance with any emergency By-Laws
shall be liable except for willful misconduct. No officer, Director, agent or
employee shall be liable for any action taken by him in good faith in such an
emergency in furtherance of the ordinary business affairs of the corporation
even though not authorized by the By-Laws then in effect.
ARTICLE TWELVE
CHECKS, NOTES, DRAFTS, ETC.
Checks, notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such officer or
officers or person or persons as the Board of Directors by resolution shall
from time to time designate.
ARTICLE THIRTEEN
AMENDMENTS
The By-Laws of the Corporation may be altered or amended and new By-Laws
may be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting of
the Board of Directors. The shareholders may provide by resolution that any
By-Law provision repealed, amended, adopted, or altered by them may not be
repealed, amended, adopted or altered by the Board of Directors. Action by
the shareholders with respect to By-Laws shall be taken by an affirmative vote
of a majority of all shares entitled to elect Directors, an action by the
Board of Directors with respect to By-Laws shall be taken by an affirmative
vote of a majority of all Directors then holding office.
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