Exhibit 3.02(a)
BY-LAWS
OF
CLEARVIEW CINEMA GROUP, INC.
-----------------------
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1. Place of Meetings. Meetings of the stockholders shall be held
at such place within or without the State of Delaware as shall be designated by
the Board of Directors or the person or persons calling the meeting.
Section 1.2. Annual Meetings. The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held after the close of the
Corporation's fiscal year on such date and at such time as shall be designated
by the Board of Directors.
Section 1.3. Special Meetings. Special meetings may be called at any time
by the President or the Board of Directors.
Section 1.4. Notice of Meetings. A written notice stating the place, date,
and hour of each meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given by, or at the direction
of, the Secretary or the person or persons authorized to call the meeting to
each stockholder of record entitled to vote at such meeting, not less than ten
(10) days nor more than sixty (60) days before the date of the meeting, unless a
greater period of time is required by law in a particular case.
Section 1.5. Record Date. In order to determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. If no record
date is fixed: (i) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice
is waived, at the close of business on the day next preceding the day on which
the meeting is held; and (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 1.6. Informal Action. Any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
ARTICLE II
DIRECTORS
Section 2.1. Powers of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which shall exercise all powers that may be exercised or performed by
the Corporation and that are not by statute, the Certificate of Incorporation or
these By-laws directed to be exercised or performed by the stockholders.
Section 2.2. Number, Election and Term of Office. The Board of Directors
shall consist initially of three (3) members and thereafter shall consist of not
less than three (3) nor more than nine (9) members as fixed from time to time by
the Board of Directors. Directors need not be stockholders of the Corporation.
The directors shall be elected by the stockholders at the annual meeting or any
special meeting called for such purpose. Each director shall hold office until
his or her successor shall be duly elected and qualified or until his or her
earlier resignation or removal. A director may resign at any time upon written
notice to the Corporation.
Section 2.3. Vacancies. Vacancies and newly created
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directorships resulting from any increase in the authorized number of directors
may be filled by a majority vote of the directors then in office, although less
than a quorum, or by a sole remaining director. The occurrence of a vacancy
which is not filled by action of the Board of Directors shall constitute a
determination by the Board of Directors that the number of directors is reduced
so as to eliminate such vacancy, unless the Board of Directors shall specify
otherwise. When one or more directors shall resign from the Board, effective at
a future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective.
Section 2.4. Meetings of Directors. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors shall
from time to time by resolution appoint; and no notice shall be required to be
given of any such regular meeting. A special meeting of the Board of Directors
may be called by the President or any director by giving two (2) days' notice to
each director by letter, telegram, telephone or other oral message. Except as
otherwise provided by these By-laws, a majority of the total number of directors
shall constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 2.5. Informal Action. 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 all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 2.6. Telephone Participation in Meetings. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.
ARTICLE III
OFFICERS
Section 3.1. Enumeration. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a President, such number of Vice
Presidents (if any) as
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the Board of Directors shall from time to time elect, a Secretary, a Treasurer,
and such other officers (if any) as the Board of Directors shall from time to
time elect. The Board of Directors may at any time elect one of its members as
Chairman of the Board of the Corporation, who shall preside at meetings of the
Board of Directors and of the stockholders and shall have such powers and
perform such duties as shall from time to time be prescribed by the Board of
Directors. Any two or more offices may be held by the same person.
Section 3.2. President. The President shall be the chief executive officer
of the Corporation, and shall have general and active charge and control over
the business and affairs of the Corporation, subject to the Board of Directors.
If there shall be no Chairman of the Board, or in his or her absence or
inability to act, the President shall preside at meetings of the Board of
Directors and of the stockholders. The President shall sign all certificates for
shares of the capital stock of the Corporation and may, together with the
Secretary, execute on behalf of the Corporation any contract which has been
approved by the Board of Directors.
Section 3.3. Vice President. The Vice President or, if there shall be more
than one, the Vice Presidents, in the order of their seniority unless otherwise
specified by the Board of Directors, shall have all of the powers and perform
all of the duties of the President during the absence or inability to act of the
President. Each Vice President shall also have such other powers and perform
such other duties as shall from time to time be prescribed by the Board of
Directors or the President.
Section 3.4. Secretary. The Secretary shall record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose, and shall give notice as required by statute or these By-laws of all
such meetings. The Secretary shall have custody of the seal of the Corporation
and of all books, records, and papers of the Corporation, except such as shall
be in the charge of the Treasurer or of some other person authorized to have
custody and possession thereof by resolution of the Board of Directors. The
Secretary may, together with the President, execute on behalf of the Corporation
any contract which has been approved by the Board of Directors. The Secretary
shall also have such other powers and perform such other duties as are incident
to the office of the secretary of a corporation or as shall from time to time be
prescribed by, or pursuant to authority delegated by, the Board of Directors.
Section 3.5. Treasurer. The Treasurer shall keep full and accurate accounts
of the receipts and disbursements of the Corporation in books belonging to the
Corporation, shall deposit all moneys and other valuable effects of the
Corporation in the name and to the credit of the Corporation in such
depositories as
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may be designated by the Board of Directors, and shall also have such other
powers and perform such other duties as are incident to the office of the
treasurer of a corporation or as shall from time to time be prescribed by, or
pursuant to authority delegated by, the Board of Directors.
Section 3.6. Other Officers and Assistant Officers. The powers and duties
of each other officer or assistant officer who may from time to time be chosen
by the Board of Directors shall be as specified by, or pursuant to authority
delegated by, the Board of Directors at the time of the appointment of such
other officer or assistant officer or from time to time thereafter. In addition,
each officer designated as an assistant officer shall assist in the performance
of the duties of the officer to which he or she is assistant, and shall have the
powers and perform the duties of such officer during the absence or inability to
act of such officer.
Section 3.7. Term and Compensation. Officers shall be elected by the Board
of Directors from time to time, to serve at the pleasure of the Board. Each
officer shall hold office until his or her successor is elected and qualified,
or until his or her earlier resignation or removal. The compensation of all
officers shall be fixed by, or pursuant to authority delegated by, the Board of
Directors from time to time.
ARTICLE IV
INDEMNIFICATION
Section 4.1. Indemnification in Actions, Suits or Proceedings Other Than
Those by or in the Right of the Corporation. Subject to Section 4.3, the
Corporation shall indemnify 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 or officer of the Corporation, or is or was a director or
officer of the Corporation and 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 good faith and 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
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itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.
Section 4.2. Indemnification in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 4.3, the Corporation shall
indemnify 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 that he is
or was a director or officer of the Corporation, or is or was a director or
officer of the Corporation and 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 under this
Section 4.2 shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or 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 is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 4.3. Authorization of Indemnification. Any indemnification under
Sections 4.1 and 4.2 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 4.1
or 4.2, as the case may be. Such determination shall be made (a) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (b) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(c) by the sotckholders. To the extent, however, that a director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described in Section 4.1 or 4.2, 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, without the necessity of authorization in the specific
case.
Section 4.4. Reliance. For purpose of any determination
6
under Section 4.3, a person shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe his conduct was unlawful, if his action was
based on the records or books of account of the Corporation or Another
Enterprise (as defined below), on information supplied to him by the officers of
the Corporation or Another Enterprise in the course of their duties, on the
advice of legal counsel for the Corporation or Another Enterprise or on
information or records given or reports made to the Corporation or Another
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or Another
Enterprise, but the fact that his action was not so based on any of the
foregoing shall not result in it being deemed that he did not act in good faith
or in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal action or
proceeding, he had reasonable cause to believe his conduct was unlawful. The
term "Another Enterprise" as used in this Section 4.4 shall mean any corporation
(other than the Corporation), partnership, joint venture, trust or other
enterprise, which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4.4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 4.1 or 4.2, as the case may be.
Section 4.5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 4.3, and notwithstanding the
absence of any determination thereunder, any director or officer may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise provided under Sections 4.1 and 4.2. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 4.1
or 4.2, as the case may be. Neither a contrary determination in the specific
case under Section 4.3 nor the absence of any determination thereunder shall be
a defense to such application or create a presumption that the director or
officer seeking indemnification has not met any applicable standard of conduct.
Any application for indemnification made to any court pursuant to this Section
4.5 shall be made in such manner and form as may be required by the applicable
rules of such court or, in the absence thereof, by direction of the court to
which such application is made. Notice of any application for indemnification
pursuant to this Section 4.5 shall be given to the Corporation promptly upon the
filing of such application. If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.
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Section 4.6. Expenses Payable in Advance. Expenses (including attorneys'
fees) incurred by a director or officer in defending or investigating any
threatened or pending civil, criminal, administrative or investigative action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article IV if such an undertaking is required
by the General Corporation Law of the State of Delaware.
Section 4.7. Non-exclusiveness and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article IV shall not be exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 4.1 and 4.2 shall be made
to the fullest extent permitted by law. The provisions of this Article IV shall
not be deemed to preclude the indemnification of any person who is not specified
in Section 4.1 or 4.2 but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the State of
Delaware, including, without limitation, the provisions of subsection (h) of
Section 145 thereof, or otherwise.
Section 4.8. Effectiveness. A finding that any provision of this Article IV
is invalid or of limited application shall not affect any other provision of
this Article IV nor shall a finding that any portion of any provision of this
Article IV is invalid or of limited application affect the balance of such
provision.
Section 4.9. Insurance. 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, 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 any liability asserted against him
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 or the obligation to
indemnify him against such liability under the provisions of this Article IV.
Section 4.10. Indemnification Expenditures. The Board of Directors, without
approval of the stockholders, shall have the power to borrow money on behalf of
the Corporation, including the power to pledge the assets of the Corporation,
from time to time to
8
discharge the Corporation's obligations with respect to indemnification, the
advancement and reimbursement of expenses, and the purchase and maintenance of
insurance referred to in this Article IV.
Section 4.11. Certain Definitions. For purposes of this Article IV,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director or officer of the
Corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
IV.
Section 4.12. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article IV shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 4.13. Limitation on Indemnification. Notwithstanding anything
contained in this Article IV to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 4.5), the
Corporation shall not be obligated to indemnify any director or officer in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.
Section 4.14. Repeal or Modification. Any repeal or modification of this
Article IV shall not adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the Corporation existing
pursuant to this Article IV with respect to any acts or omissions occurring
prior to such repeal or modification.
Section 4.15. Indemnification of Employees and Agents. The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article IV on
directors and officers of the Corporation.
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ARTICLE V
SHARES OF CAPITAL STOCK
Section 5.1. Issuance of Stock. Shares of capital stock of any class now or
hereafter authorized, securities convertible into or exchangeable for such
stock, or options or other rights to purchase such stock or securities may be
issued or granted in accordance with authority granted by resolution of the
Board of Directors.
Section 5.2. Stock Certificates. Certificates for shares of the capital
stock of the Corporation shall be in the form adopted by the Board of Directors,
shall be signed by the President and by the Secretary or Treasurer, and may be
sealed with the seal of the Corporation. All such certificates shall be numbered
consecutively, and the name of the person owning the shares represented thereby,
with the number of such shares and the date of issue, shall be entered on the
books of the Corporation.
Section 5.3. Transfer of Stock. Shares of capital stock of the Corporation
shall be transferred only on the books of the Corporation, by the holder of
record in person or by the holder's duly authorized representative, upon
surrender to the Corporation of the certificate for such shares duly endorsed
for transfer, together with such other documents (if any) as may be required to
effect such transfer.
Section 5.4. Lost, Stolen, Destroyed, or Mutilated Certificates. New stock
certificates may be issued to replace certificates alleged to have been lost,
stolen, destroyed, or mutilated, upon such terms and conditions, including proof
of loss or destruction, and the giving of a satisfactory bond of indemnity, as
the Board of Directors from time to time may determine.
Section 5.5. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations not inconsistent with these
By-laws as it may deem expedient concerning the issue, transfer, and
registration of shares of capital stock of the Corporation.
Section 5.6. Holders of Record. The Corporation shall be entitled to treat
the holder of record of any share or shares of capital stock of the Corporation
as the holder and owner in fact thereof for all purposes and shall not be bound
to recognize any equitable or other claim to, or right, title, or interest in,
such share or shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
Section 5.7. Restriction on Transfer. A restriction on
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the hypothecation, transfer or registration of transfer of shares of the
corporation may be imposed either by these By-laws or by an agreement among any
number of stockholders or such holders and the corporation. No restriction so
imposed shall be binding with respect to those securities issued prior to the
adoption of the restriction unless the holders of such securities are parties to
an agreement or voted in favor of the restriction.
ARTICLE VI
GENERAL PROVISIONS
Section 6.1. Corporate Seal. The Corporation may adopt a seal in such form
as the Board of Directors shall from time to time determine.
Section 6.2. Fiscal Year. The fiscal year of the Corporation shall be as
designated by the Board of Directors from time to time.
Section 6.3. Authorization. All checks, notes, vouchers, warrants, drafts,
acceptances, and other orders for the payment of moneys of the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.
Section 6.4. Financial Reports. Financial statements or reports shall not
be required to be sent to the stockholders of the Corporation, but may be so
sent in the discretion of the Board of Directors, in which event the scope of
such statements or reports shall be within the discretion of the Board of
Directors, and such statements or reports shall not be required to have been
examined by or to be accompanied by an opinion of an accountant or firm of
accountants.
Section 6.5. Effect of By-laws. No provision in these By-laws shall vest
any property right in any stockholder.
ARTICLE VII
AMENDMENTS
The authority to adopt, amend or repeal By-laws of the Corporation is
expressly conferred upon the Board of Directors, which may take such action by
the affirmative vote of a majority of the whole Board of Directors at any
regular or special meeting duly convened after notice of that purpose, subject
always to the power
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of the stockholders to adopt, amend or repeal By-laws.
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BY-LAWS
OF
Clearview Cinema Group, Inc.
TABLE OF CONTENTS
Page
ARTICLE I MEETINGS OF STOCKHOLDERS ..................................... 1
- ---------------------------------------
Section 1.1. Place of Meetings ............................................ 1
Section 1.2. Annual Meetings .............................................. 1
Section 1.3. Special Meetings ............................................. 1
Section 1.4. Notice of Meetings ........................................... 1
Section 1.5. Record Date .................................................. 1
Section 1.6. Informal Action .............................................. 2
ARTICLE II DIRECTORS .................................................... 2
- ------------------------
Section 2.1. Powers of Directors .......................................... 2
Section 2.2. Number, Election, and Term of Office ......................... 2
Section 2.3. Vacancies .................................................... 3
Section 2.4. Meetings of Directors ........................................ 3
Section 2.5. Informal Action .............................................. 3
Section 2.6. Telephone Participation in Meetings .......................... 4
ARTICLE III OFFICERS ..................................................... 4
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Section 3.1. Enumeration .................................................. 4
Section 3.2. President .................................................... 4
Section 3.3. Vice President ............................................... 4
Section 3.4. Secretary .................................................... 4
Section 3.5. Treasurer .................................................... 5
Section 3.6. Other Officers and Assistant Officers ........................ 5
Section 3.7. Term and Compensation ........................................ 5
ARTICLE IV INDEMNIFICATION .............................................. 5
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Section 4.1. Indemnification in Action, Suits or
Proceedings Other Than Those by or in the
Right of the Corporation ..................................... 6
Section 4.2. Indemnification in Actions, Suits or
Proceedings by or in the Right of the
Corporation .................................................. 6
Section 4.3. Authorization of Indemnification ............................. 6
Section 4.4. Reliance ..................................................... 7
Section 4.5. Indemnification by a Court ................................... 7
Section 4.6. Expenses Payable in Advance .................................. 8
Section 4.7. Non-exclusiveness and Advancement of
Expenses ..................................................... 8
Section 4.8. Effectiveness ................................................ 8
Section 4.9. Insurance .................................................... 8
Section 4.10. Indemnification Expenditures ................................. 9
Section 4.11. Certain Definitions .......................................... 9
Section 4.12. Survival of Indemnification and
Advancement of Expenses....................................... 9
Section 4.13. Limitation on Indemnification ................................ 9
Section 4.14. Repeal or Modification ....................................... 9
Section 4.15. Indemnification of Employees and Agents ......................10
ARTICLE V SHARES OF CAPITAL STOCK ......................................10
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Section 5.1. Issuance of Stock ............................................10
Section 5.2. Stock Certificates............................................10
Section 5.3. Transfer of Stock ............................................10
Section 5.4. Lost, Stolen, Destroyed, or Mutilated
Certificates .....................................10
Section 5.5. Regulations ..................................................10
Section 5.6. Holders of Record ............................................11
Section 5.7. Restriction on Transfer ......................................11
ARTICLE VI GENERAL PROVISIONS ..........................................11
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Section 6.1. Corporate Seal ................................................11
Section 6.2. Fiscal Year ...................................................11
Section 6.3. Authorization .................................................11
Section 6.4. Financial Reports .............................................11
Section 6.5. Effect of By-laws .............................................11
ARTICLE VII AMENDMENTS ....................................................11
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BY-LAWS
OF
CLEARVIEW CINEMA GROUP, INC.