EX. 3.5
LA PETITE ACADEMY, INC.
(a Delaware corporation)
AMENDED AND RESTATED
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BYLAWS
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As adopted by the Board of Directors on March 1, 1991.
TABLE OF CONTENTS
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Page
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OFFICES AND RECORDS
1. Registered Office and
Registered Agent ........................... 1
2. Corporate Offices ............................. 1
STOCKHOLDERS' MEETINGS
3. Place of Meetings ............................. 1
4. Annual Meetings ............................... 1
5. Special Meetings .............................. 1
6. Action by Consent in Lieu of Meeting .......... 2
7. Notice of Meetings ............................ 2
8. Quorum, Adjournments .......................... 3
9. Voting ........................................ 3
10. Stockholders' Lists ........................... 4
11. Presiding Officer, Order of Business .......... 4
DIRECTORS
12. Number, Tenure ................................ 5
13. Powers of the Board ........................... 5
14. Meetings of the Newly-Elected
Board, Notice .............................. 5
15. Regular Meetings, Notice ...................... 6
16. Special Meetings, Notice ...................... 6
17. Action in Lieu of Meeting ..................... 6
18. Meetings by Telephone or Similar
Communication Equipment .................... 7
19. Quorum, Adjournments .......................... 7
20. Waiver ........................................ 7
21. Vacancies ..................................... 7
22. Removal, Resignation .......................... 8
23. Compensation .................................. 8
COMMITTEES
24. Executive Committee ........................... 9
25. Powers ........................................ 9
26. Procedure, Meetings ........................... 9
27. Quorum ........................................ 9
28. Other Committees .............................. 9
29. Vacancies, Changes, Discharge ................. 10
30. Compensation .................................. 10
31. Action by Consent in Lieu of Meeting .......... 10
32. Meetings by Telephone or Similar
Communication Equipment .................... 10
NOTICES
33. Form, Delivery ................................ 10
34. Waiver ........................................ 10
OFFICERS
35. Designations .................................. 11
36. Term of Office ................................ 11
37. Removal ....................................... 11
38. Compensation .................................. 12
39. The Chairman of the Board ..................... 12
40. The Vice Chairman of the Board ................ 12
41. The President ................................. 12
42. Vice Presidents ............................... 13
43. The Secretary amd Assistant Secretaries ....... 13
44. The Treasurer and Assistant Treasurers ........ 14
INDEMNIFICATION
45. Indemnification of Directors,
Officers, Employees and Agents ............. 15
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
46. Affiliated Transactions ....................... 19
47. Determining Quorum ............................ 20
STOCK CERTIFICATES
48. Form, Signatures ............................... 20
49. Lost, Stolen or Destroyed Certificates ......... 20
50. Transfer of Shares, Transfer Agent,
Registrar ................................... 21
51. Record Date .................................... 22
GENERAL PROVISIONS
52. Dividends ...................................... 23
53. Reserves ....................................... 23
54. Checks ......................................... 23
55. Fiscal Year .................................... 23
56. Corporate Seal ................................. 24
AMENDMENTS
57. Amendments ..................................... 24
AMENDED AND RESTATED
BY LAWS
OF
LA PETITE ACADEMY, INC.
(A Delaware Coporation)
OFFICES AND RECORDS
1. Registered Office and Registered Agent. The registered office of La
Petite Academy, Inc. (the "Corporation") shall be established and maintained at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware, and The Corporation Trust
Company shall be the registered agent of this Corporation in charge thereof.
2. Corporate Offices. The Corporation may also have such corporate
offices, anywhere within and without the State of Delaware as the Board of
Directors from time to time may appoint, or the business of the Corporation may
require.
STOCKHOLDERS' MEETINGS
3. Place of Meetings. All meetings of the stockholders shall be held
at the principal business office of the Corporation in Delaware, except such
meetings as the Board of Directors to the extent permissible by law expressly
determines shall be held elsewhere, in which case such meetings may be held,
upon notice thereof as hereinafter provided, at such other place or places,
within or without the State of Delaware, as said Board of Directors shall have
determined, and as shall be stated in such notice; and, unless specifically
prohibited by law, any meeting may be held at any place and time, and for any
purpose, if consented to in writing by all of the stockholders entitled to vote
thereat.
4. Annual Meetings. An annual meeting of stockholders shall be held on
the fourth Thursday in May of each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following at 2:00 p.m., or such other date
established by the Board of Directors, when the stockholders shall elect a Board
of Directors and transact such other business as may properly be brought before
the meeting.
5. Special Meetings. Special meetings of the stockholders may be held
for any purpose or purposes. They may be called by the President, Secretary or
by resoltuion of the directors.
The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.
6. Action by Consent in Lieu of Meeting. Any action required or
permitted by law or the Certificate of Incorporation to be taken at any meeting
of stockholders may be taken without a meeting, without prior notice and without
a vote, if a written consent setting forth the action so taken is 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 or represented by proxy and
voted. Written consents of stockholders shall bear the date of each
stockholder's signature, and no written consent will be effective unless written
consents, signed by a sufficient number of holders to take action, are delivered
to the Corporation within 60 days of the date of the earliest consent delivered
to the Corporation. Such written consent shall be filed with the minutes of
meetings of stockholders. 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 thereto.
7. Notice of Meetings.
(a) Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, date and hour of the meeting, and,
in case of a special meeting, the purpose or purposes thereof, shall be
delivered or given to each stockholder entitled to vote thereat, not less than
10 days nor more than 60 days prior to the meeting, unless, as to a particular
matter, other or further notice is required by law, in which case such other or
further notice shall be given. In addition to such written notice, published
notice shall be given in the manner then required by law.
Any notice of a stockholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States Mail with postage thereon prepaid
addressed to the stockholder at his address as it appears on the records of the
Corporation.
(b) Whenever any notice is required to be given under the provisions of
these Bylaws, or the Certificate of Incorporation of the Corporation or any law,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed the
equivalent to the giving of such notice.
To the extent provided by law, attendance at any meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business the meeting is not lawfully called or
convened.
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8. Quorum, Adjournments. Except as otherwise may be provided by law or
by the Certificate of Incorporation or the Bylaws, the holders of a majority of
the voting shares issued and outstanding, and entitled to vote thereat, present
in person or by proxy, shall be requisite for and shall constitute a quorum, at
all meetings of the stockholders, for the transaction of business. The
affirmative vote of the majority in amount of shares of such quorum entitled to
vote on the subject matter shall be the act of the stockholders and valid as a
corporate act, except in those specific instances in which a larger vote is
required by law or by the Certificate of Incorporation or the Bylaws; provided,
however, the election of directors shall be by a plurality of the vote of shares
present in person or represented by proxy at the meeting and entitled to vote.
If, however, such quorum should not be present at any meeting, the stockholders
present and entitled to vote shall have power successively to adjourn the
meeting without notice other than announcement at the meeting of the time and
place of the adjourned meeting. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.
9. Voting.
(a) Except as otherwise provided by law or the Certificate of
Incorporation, each stockholder shall have one vote for each share of stock
entitled to vote under the provisions of the Certificate of Incorporation which
is registered in his name on the books of the Corporation.
(b) Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize any person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.
(c) All elections shall be determined by a plurality vote, and, except
as otherwise provided by law or the Certificate of Incorporation, all other
matters shall be determined by a vote of a majority of the shares present in
person or represented by proxy and voting in such matters.
(d) No person shall be admitted to vote on any shares belonging or
hypothecated to the Corporation.
10. Stockholders Lists. A complete list of the stockholders entitled
to vote at each meeting of the stockholders,
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arranged in alphabetical order, with the address of, and the number of voting
shares registered in the name of each stockholder, shall be prepared at least 10
days before every meeting of the stockholders by the officer of the Corporation
having charge of the stock transfer books of the Corporation. Such list shall be
open for examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of 10 days prior to the meeting
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
11. Presiding Officer, Order of Business.
(a) Meetings of stockholders shall be presided over by the Chairman of
the Board (if any), or if he is not present (or, if there is none) by the Vice
Chairman of the Board, or if he is not present (or, if there is none) by the
President, or if he is not present by the Vice President, or if he is not
present by such person who may have been chosen by the Board of Directors, or if
none of such persons is present by a chairman to be chosen by the stockholders
owning a majority of the shares of stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy. The Secretary of the Corporation, or, if he is not
present, the Assistant Secretary, or, if he is not present, such persons may be
chosen by the Board of Directors, shall act as secretary of stockholder meetings
or, if none of such persons is present, the stockholders owning a majority of
the shares of stock of the Corporation issued and outstanding and entitled to
vote at the meeting and who are present in person or represented by proxy shall
choose any person present to act as secretary of the meeting.
(b) The following order of business shall be observed as far as
practicable and consistent with the purposes of the meeting, unless otherwise
ordered at the meeting:
1. Call of the meeting to order.
2. Presentation of proof of mailing of the notice of the meeting, the
call thereof.
3. Presentation of proxies.
4. Announcement that a quorum is present.
5. Reading and approval of the minutes of the previous meeting.
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6. Report of officers, if any.
7. Election of directors, if the meeting is an annual meeting or a
meeting called for that purpose.
8. Consideration of the specific purpose or purposes for which the
meeting has been called, other than the election of directors, if
the meeting is a special meeting.
9. Transaction of such other business as may properly come before the
meeting.
10. Adjournment.
DIRECTORS
12. Number, Tenure. The number of directors which shall constitute the
whole Board shall range from three to nine. The exact number shall be determined
by resolution of the Board of Directors, or by the stockholders. The directors
shall be elected at the annual meetings of stockholders, except as provided in
Sections 27 and 22 of these Bylaws, and each director shall hold office until
his successor is duly elected and qualified or until his earlier resignation or
removal. Directors need not be stockholders unless the Certificate of
Incorporation at any time so requires.
13. Power of the Board. The property and business of the Corporation
shall be managed by the directors, acting as a Board. The Board shall have and
is vested with all and unlimited powers and authorities, except as may be
expressly limited by law, the Certificate of Incorporation or by these Bylaws,
to do or cause to be done any and all lawful things for and in behalf of the
Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.
14. Meetings of the Newly Elected Board, Notice. The members of each
newly elected Board shall meet: (a) at such time and place, either within or
without the State of Delaware, as shall be suggested or provided for by
resolution of the stockholders at the annual meeting and no notice of such
meeting shall be necessary to the newly-elected directors in order legally to
constitute the meeting; provided, a quorum shall be present; or (b) if not so
suggested or provided for by resolution of the stockholders or if a quorum shall
not be present, the members of such Board may meet at such time and place as
shall be consented to in writing by a majority of the newly-elected directors;
provided that written or printed notice of such meeting shall be mailed, sent by
telegram or delivered to each of the other directors in the same manner as
provided in Section 16 of these Bylaws with respect to the giving of notice for
special meetings of the Board
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except that it shall not be necessary to state the purpose of the meeting in
such notice; or (c) regardless of whether or not the time and place of such
meeting shall be suggested or provided for by resolution of the stockholders at
the annual meeting, the members of such Board may meet at such time and place as
shall be consented to in writing by all of the newly-elected directors. Each
director, upon his election, shall qualify by accepting the office of director,
and his attendance at, or his written approval of the minutes of, any meeting of
the newly-elected directors shall constitute his acceptance of such office, or
he may execute such acceptance by a separate writing, which shall be placed in
the minute book.
15. Regular Meetings, Notice. Regular meetings of the Board may be held
without notice at such times and places either within or without the State of
Delaware as shall from time to time be fixed by resolution adopted by the Board
of Directors. Any business may be transacted at a regular meeting.
16. Special Meetings, Notice. Special meetings of the Board may be
called at any time by the Chairman of the Board, the President, any Vice
President or the Secretary. The place may be within or without the State of
Delaware as designated in the notice.
Written or printed notice of each special meeting of the Board, stating
the place, day and hour of the meeting and the purpose or purposes thereof,
shall be mailed to each director at least three days before the day on which the
meeting is to be held, or shall be sent to him by telegram, or be delivered, at
least two days before the day on which the meeting is to be held. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
Mail with postage thereon addressed to the director at his residence or usual
place of business. If notice be given by telegraph, such notice shall be deemed
to be delivered when the same is delivered to the telegraph company. The notice
may be given by any officer having authority to call the meeting or by any
director.
"Notice" and "call" with respect to such meeting shall be deemed to be
synonymous.
17. Action in Lieu of Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws or by law, any action required to
be taken at a meeting of the Board of Directors or any other action which may be
taken at a meeting of the Board of Directors or of any committee thereof, may be
taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all members of the Board or committee entitled to vote
with respect to the subject matter thereof, and the consent in writing is filed
with the minutes of the proceedings of the Board of Directors. Any such consent
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signed by all the directors shall have the same effect as a unanimous vote and
may be stated as such in any document describing the action taken by the Board
of Directors.
18. Meetings by Telephone or Similar Communication Equipment. Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws or by
law, members of the Board of Directors of the Corporation, or any committee
designated by such Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment,
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manners shall constitute presence in person
at such meeting.
19. Quorum, Adjournments. At all meetings of the Board of Directors,
a majority of the full Board of Directors shall, unless a greater number as to
any particular matter is required by statute, the Certificate of Incorporation
or these Bylaws, shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which there is
a quorum, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation, or by these Bylaws, shall be the act of the Board
of Directors.
If a quorum is not present at any meeting of the Board of Directors, the
directors present may adjourn the meeting successively until a quorum is
present, and no notice of adjournment shall be required other than announcement
at the meeting.
20. Waiver. Any notice provided or required to be given to the directors
may be waived in writing by any of them, whether before, at, or after the time
stated therein.
Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting except where he attends for the express purpose, and so
states at the opening of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or covenened.
21. Vacancies. Unless otherwise provided by the Certificate of
Incorporation these Bylaws or by law, vacancies and newly-created directorships
resulting from any increase in the number of authorized directors may be filled
by the vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Each director so chosen shall hold
office until the next annual meeting of stockholders and until his successor is
duly elected and shall qualify. If there are no directors in office, any
officer, stockholder, or an executor, administrator, trustee, guardian or
similarly situated fiduciary of the stockholder may call a special meeting of
stockholders in accordance with the provisions of the Certificate of
Incorporation or these Bylaws, at which meeting such vacancies
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shall be filled. If, at the time of filling any vacancies or any newly-created
directorship, the directors then in office shall constitute less than a majority
of the whole Board, as constituted immediately prior to any such increase, the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly-created directorship, or
to replace the directors chosen by the directors then in office, which election
shall be governed by the applicable provisions of the several corporation laws
of Delaware.
22. Removal, Resignation.
(a) Except as otherwise provided by law or the Certificate of Incorporation
or these Bylaws, any director, directors or the entire Board of Directors may be
removed with or without cause by the holders of a majority of the shares then
entitled to vote at an election of directors.
(b) Any director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board, the President, or the Secretary
of the Corporation. Unless otherwise specified in such written notice, a
resignation shall take effect upon delivery thereof to the Board of Directors or
the designated officer. It shall not be necessary for a resignation to be
accepted before it becomes effective.
(c) Unless otherwise provided in the Certificate of Incorporation or these
Bylaws or by law, 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, and each director so chosen shall hold office as
provided in this section in the filling of other vacancies.
23. Compensation. Directors shall be entitled to such compensation for
their services as directors and to such reimbursement for any reasonable
expenses incurred in attending directors' meetings as may from time to time be
fixed by the Board of Directors. Any director may waive compensation for any
meeting. Any director receiving compensation under these provisions shall not be
barred from serving the Corporation in any other capacity and receiving
compensation and reimbursement for reasonable expenses for such other services.
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COMMITTEES
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24. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may appoint an Executive Committee
consisting of such members of the Board as designated, one of whom shall be
designated as Chairman of the Executive Committee. Each member of the Executive
Committee shall continue as a member thereof until the expiration of his term
as a director, or his earlier resignation, unless sooner removed as a member or
as a director.
25. Powers. The Executive Committee shall have and may exercise those
rights, powers and authority of the Board of Directors as may from time to time
be granted to it by the Board of Directors and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
26. Procedure, Meetings. The Executive Committee shall fix its own
rules of procedure and shall meet at such times and at such place or places as
may be provided by such rules or as the members of the Executive Committee
shall provide. The Executive Committee shall keep regular minutes of its
meetings and deliver such minutes to the Board of Directors.
The Chairman of the Executive Committee, or, in his absence, a member
of the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee.
27. Quorum. A majority of the Executive Committe shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the members thereof shall be required for any action of the Executive
Committee; provided, however, that when an Executive Committee of one member is
authorized under the provisions of Section 24, such one member shall constitute
a quorum.
28. Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate such other committees in
addition to the executive committee, any such other committee to consist of one
or more directors of the Corporation. Such other committees, to the extent
provided in said resolution or resolutions, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation.
Each such committee shall keep regular meetings of its proceedings and
the same shall be reorded in the minute book of the corporation. The Secretary
or an Assistant Secretary of the Corporation may act as secretary for a
committee if the committee so requests.
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29. Vacancies, Changes, Discharge. The Board of Directors shall have
the power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.
30. Compensation. Members of any committee shall be entitled to such
compensation for their services as members of such committee and to such
reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any
member receiving compensation under these provisions shall not be barred from
serving the Corporation in any other capacity and from receiving compensation
and reimbursement of reasonable expenses for such other services.
31. Action by Consent in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if a written consent to such action is signed by
all members of the committee and such written consent is filed with the
minutes of its proceedings.
32. Meetings by Telephone or Similar Communication Equipment. The
members of any committee designated by the Board of Directors may participate in
a meeting of such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other and participation in such meeting shall constitute
presence in person at such meeting.
NOTICES
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33. Form, Delivery. Whenever, under the provisions of law, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice
unless otherwise specifically provided, but such notice may be given in writing,
by mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid. Such notices
shall be deemed to be given at the time they are deposited in the United States
Mail. Notice to a director may also be given personally or by telegram sent to
his address as it appears on the records of the Corporation.
34. Waiver. Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed to be equivalent to
such notice. In addition, any stockholder who attends at meeting of stockholders
in person, or is represented at such meeting by proxy, without protesting at the
commencement of the meeting the lack of
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the meeting, such lack of notice, shall be conclusively deemed to have waived
notice of such meeting. Neither the business to be transacted at nor the purpose
of any regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation, the Bylaws or by law.
OFFICERS
35. Designations. The officers of the Corporation shall be chosen by the
Board of Directors. The Board of Directors may choose a Chairman of the Board, a
Vice Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, a Treasurer, one or more Assistant Secretaries and one or more
Assistant Treasurers.
The Board from time to time may also appoint such other officers and agents
for the Corporation as it shall deem necessary or advisable. All appointed
officers and agents shall exercise such powers and perform such duties as shall
be determined from time to time by the Board, or by an elected officer empowered
by the Board to make such determination.
36. Term of Office. The Board shall elect or appoint a Chairman of the
Board or President and Secretary at its first meeting after each annual meeting
of the stockholders. The Board then or from time to time, may also elect or
appoint one or more of the other prescribed officers as it shall deem advisable,
but need not elect or appoint any officers other than a Chairman of the Board or
President and a Secretary. All officers of the Corporation shall hold their
offices at the pleasure of the Board or for such terms as the Board may specify,
for the term for which he was elected and until his successor is elected and
shall qualify, or until he resigns or is removed by the Board, whichever first
occurs. An officer shall be deemed qualified when he enters upon the duties of
the office to which he has been elected or appointed and furnishes any bond
required by the Board; but the Board may also require of such person his written
acceptance and promise faithfully to discharge the duties of such office.
37. Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board, with or
without cause, at any time by the affimative vote of a majority of the directors
then in office. Such removal shall not prejudice the contract rights, if any, of
the person so removed. Any vacancy occurring in any office of the Corporation
may be filled for the unexpired portion of the term of the Board of Directors.
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38. Compensation. The salaries of all officers of the Corporation shall be
fixed from time to time by the Board of Directors. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
39. The Chairman of the Board. The Chairman of the Board, if any, shall be
the chief executive officer of the Corporation unless otherwise designated by
the Board of Directors and, subject to the direction of the Board of Directors,
shall perform such executive, supervisory and management functions and duties as
may be assigned to him from time to time by the Board of Directors, and shall
co-extensively have those powers and that authority of the President, as set
forth in Section 41 hereof. He shall, if present, preside at all meetings of
stockholders and of the Board of Directors.
40. The Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall, in the absence of the Chairman of the Board or in the event of his
disability, perform the duties and exercise the powers of the Chairman of the
Board and shall generally assist the Chairman of the Board and perform such
other duties and have such other powers as may from time to time be prescribed
by the Board of Directors.
41. The President. The President shall be the chief operating officer of
the Corporation unless otherwise designated by the Board of Directors, and
subject to the direction of the Board of Directors, shall have general charge of
the business, affairs, and property of the Corporation and general supervision
over its other duties incident to the office of President. As provided for in
Section 11 of these Bylaws, the President shall preside at all meetings of the
stockholders and directors in the absence of the Chairman of the Board and the
Vice-Chairman. The President shall have general and active management of the
business of the Corporation and shall carry into effect all directions and
resolutions of the Board.
He may execute all bonds, notes, debentures, mortgages, and other contracts
requiring a seal, under the seal of the Corporation, and may cause the seal to
be affixed thereto, and all other instruments for and in the name of the
Corporation.
He, when authorized so to do by the Board, may execute powers of attorney
from, for, and in the name of the Corporation, to such proper person or persons
as he may deem fit, in order that thereby the business of the Corporation may be
furthered or action taken as may be deemed by him necessary or advisable in
furtherance of the interests of the Corporation.
Unless otherwise prescribed by the Board of Directors, the President shall
have full power and authority, on behalf of the
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Corporation to attend, act and vote at any meeting of security holders of other
corporations in which the Corporation may hold securities. At such meeting the
President shall possess and may exercise any and all rights and powers incident
to the ownership of such securities which the Corporation might have possessed
and exercised if it had been present. The Board of Directors may from time to
time confer like powers upon other person or persons.
The President, shall, unless the Board otherwise provides, be ex officio
a member of all standing committees. He shall have such general (and concurrent)
executive powers and duties of supervision and management as are usually vested
in the office of the President of a corporation.
He shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors, and the Board may from time to time divide the responsibilities,
duties, and authority between them to such extent as it may deem advisable.
42. Vice Presidents. The Vice Presidents in the order of their
seniority, as determined by the Board, shall, in the absence, disability or
inability to act of the President, perform the duties and exercise the powers of
the President, and shall perform such other duties as the Board of Directors
shall from time to time prescribe.
43. The Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board and, except as otherwise provided for in
Section 11 of these Bylaws, all meetings of the stockholders, and shall record
or cause to be recorded all votes taken and the minutes of all proceedings in a
minute book of the corporation to be kept for that purpose. He shall perform
like duties for the executive and other standing committees when requested by
the Board or such committee to do so.
His shall be the principal responsibility to give, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, but
this shall not lessen the authority of others to give such notice as is
authorized elsewhere in these Bylaws.
He shall see that all books, records, lists and information, or
duplicates, required to be maintained at the registered or some office of the
Corporation in Delaware, or elsewhere, are so maintained.
He shall keep in safe custody the seal of the Corporation, and when duly
authorized to do so, shall affix the same to any instrument requiring it, and
when so affixed, he shall attest the same by his signature.
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He shall perform such other duties and have such other authority as may
be prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors or the President, under whose direct supervision he shall be.
He shall have the general duties, powers and responsibilities of a
Secretary of a corporation.
The Assistant Secretaries, in the order of their seniority, in the
absence, disability or inability to act of the Secretary, shall perform the
duties and exercise the powers of the Secretary, and shall perform such other
duties as the Board may from time to time prescribe.
44. The Treasurer and Assistant Treasurers. The Treasurer shall have
responsibility for the safekeeping of the funds, and other valuable effects,
including securities, of the Corporation, and shall keep or cause to be kept
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation. He shall keep, or cause to be kept, all other books of account
and accounting records of the Corporation, and shall deposit or cause to be
deposited all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.
He shall disburse, or permit to be disbursed, the funds of the
Corporation as may be ordered, or authorized generally, by the Board and shall
render to the chief executive officers of the Corporation and the directors,
whenever they may require it, an account of all his transactions as Treasurer
and of those under his jurisdiction, and of the financial condition of the
corporation.
He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these Bylaws or
from time to time by the Board of Directors.
He shall have the general duties, powers and responsibility of a
Treasurer of a Corporation, and shall be the chief financial and accounting
officer of the Corporation.
If required by the Board, he shall give the corporation a bond in a sum
and with one or more sureties satisfactory to the Board for the faithful
performance of the duties of his office, and for the restoration to the
corporation, in the case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control which belong to the corporation.
The Assistant Treasurers in the order of their seniority shall, in the
absence, disability or inability to act of the
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Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties as the Board of Directors shall from time to
time prescribe.
INDEMNIFICATION
45. Indemnification of Directors, Officers, Employees and Agents.
(a) Directors. 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, including an action by or in the right of the Corporation, by
reason of the fact that he is or was a director 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, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding, including attorneys' fees, to the
full extent permitted by Delaware General Corporation Law, as amended, Section
145.
(b) Officers, Employees and Agents. The Corporation may, at the
discretion of the Board of Directors, 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, including an action by or in the right of the Corporation, by
reason of the fact that he is or was an 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, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the defense or settlement of such action, suit or proceeding, including
attorneys' fees, to the full extent permitted by Delaware General Corporation
Law, as amended, Section 145.
(c) Expenses.
(i) The Corporation shall pay the director, or such person or entity
as the director may designate, on a continuing and current basis, and in any
event not later than ten business days following receipt by the Corporation of
the director's request for reimbursement, all expenses, including attorneys'
fees, costs, settlements, fines and judgments incurred by or levied upon the
director in connection with any action, suit or proceeding referred to in
Section 45, subsection (a).
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(ii) To the extent that an officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 45, subsection (b) or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith, including attorneys' fees.
(iii) Expenses incurred by a director or officer 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
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it is ultimately determined that the director or officer is not
entitled to be indemnified by the Corporation as authorized in these Bylaws.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.
(d) Board Authorization. Any indemnification of directors, officers,
employees or agents pursuant to this Section 45, unless ordered by a court,
shall be made by the Corporation only as authorized in the specific case upon a
determination that such indemnification is proper in the circumstances because
such director, officer, employee or agent has met the applicable standard of
conduct set forth in Delaware General Corporation Law, as amended, Section 145.
Such determination shall be made by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the action, suit, or
proceeding, or 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 by the stockholders.
(e) Notification and Defense of Claim. Promptly after receipt by a
director, officer, employee or agent of notice of the commencement of any
action, suit or proceeding, the director, officer, employee or agent will, if a
claim in respect thereof is to be made against the Corporation, notify the
Corporation of the commencement thereof. The failure to promptly notify the
Corporation will not relieve the Corporation from any liability that it may have
to the director, officer, employee or agent hereunder, except to the extent the
Corporation is prejudiced in its defense of such claim as a result of such
failure. Unless otherwise requested by the Board of Directors, written
notification shall not be necessary if the director, officer, employee or agent
informs a majority of the Board of Directors of the commencement of any such
action, or, independent of such notification by the director, officer, employee
or agent, a majority of the Board of Directors has reason to believe such action
has been initiated or threatened. With respect to any such action, suit or
proceeding as to which the director, officer, employee or
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agent notified, or is deemed to have notified, the Corporation of the
commencement thereof; the following shall apply:
(i) The Corporation will be entitled to participate therein at its own
expense;
(ii) Except as otherwise provided below, to the extent that it may wish,
the Corporation, jointly with any other indemnifying party similarly notified,
will be entitled to assume the defense thereof with counsel reasonably
satisfactory to the director, officer, employee or agent. After notice from the
Corporation to the director, officer, employee or agent of its election so to
assume the defense thereof, the Corporation will not be liable to the director,
officer, employee or agent for any legal or other expenses subsequently incurred
by the director, officer, employee or agent in connection with the defense
thereof other than reasonable costs of investigation or unless: (A) the
employment of separate counsel by the director, officer, employee or agent has
been authorized by the Corporation; (B) the director, officer, employee or agent
reasonably concludes that there may be a conflict of interest between the
Corporation and the director, officer, employee or agent in the conduct of the
defense of such action and that such conflict may lead to exposure for the
director, officer, employee or agent not otherwise indemnifiable and the
director, officer, employee or agent notifies the Corporation of such conclusion
and decision to employ separate counsel; or (C) the Corporation fails to employ
counsel to assume the defense of such action. The Corporation shall not be
entitled to assume the defense of any action, suit or proceeding brought by or
on behalf of the Corporation or as to which the director, officer, employee or
agent reasonably makes the conclusion provided for in (B) above; and
(iii) The Corporation shall not be liable to indemnify the director,
officer, employee or agent for any amount paid in settlement of any action or
claim effected without its written consent. The Corporation shall not settle any
action or claim in any manner which would impose any penalty or limitation on
the director, officer, employee or agent without the written consent of the
director, officer, employee or agent. Neither the Corporation nor the director,
officer, employee or agent will unreasonably withhold their consent to any
proposed settlement.
(f) Not Exclusive. The indemnification and advancement of expenses
provided by this Section 45 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Certificate of Incorporation, as amended from time to time, or any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in an official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer and shall
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inure to the benefit of the heirs, executors and administrators of such person.
(g) Further Indemnity. The Corporation shall have the power to give any
further indemnity, in addition to the indemnity authorized or contemplated under
this Section 45, to any person who is or was a director, officer, employee or
agent or to any person who 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; provided, no such indemnity shall
indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct, or if it is determined by a final judgment or other final
adjudication by a court of competent jurisdiction considering the question of
indemnification that such payment of indemnification is or would be in violation
of applicable law. The Corporation may enter into indemnification agreements
with each director and officer of the Corporation whom the Board of Directors
authorizes by vote of a majority of a quorum of disinterested directors.
(h) 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 to indemnify him against
such liability under the provisions of this Section 45. When, and if, the
Corporation obtains such insurance coverage, the Corporation shall not be
required to maintain such insurance coverage in effect; provided, however, that
the Corporation notifies the covered person in writing within five business days
of the making of the decision to not renew or replace such insurance policy. The
maintenance of such insurance shall not diminish, relieve or replace the
Corporation's liability for indemnification under the provisions hereof. A claim
for reimbursement hereunder, shall not be denied on the basis that such amount
may or will be covered by such insurance policy, if such payments from the
insurance company will not be made to the covered person within 10 business days
of the claim for reimbursement.
(i) Definitions.
(i) For the purpose of this Section 45, references to "the
Corporation" include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation, so that any person who
is or was a director or officer of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director or
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officer of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Section
45, with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
(ii) For purposes of this Section 45, the following definitions shall
apply:
(A) The term "other enterprise" shall include employee benefit plans.
(B) The term "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan.
(C) The term "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.
(D) 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".
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
46. Affiliated Transactions. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or
(b) The material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the
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contract or transaction is specifically approved in good faith by vote of the
stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.
47. Determining Quorum. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee thereof which authorizes the contract or transaction.
STOCK CERTIFICATES
48. Form, Signatures.
(a) The certificates representing shares of stock of the Corporation
shall be numbered, shall be in such form as may be prescribed by the Board of
Directors in conformity with law, and shall be entered in the stock books of the
Corporation as they are issued, and such entries shall show the name and address
of the person, firm, partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed, typed or written
thereon the name of the person, firm, partnership, corporation or association to
whom it is issued, and number of shares represented thereby and shall be signed
by the Chairman of the Board, Vice Chairman of the Board, President or a Vice
President, and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation and sealed with the seal of the
Corporation, which seal may be facsimile, engraved or printed. If the
Corporation has a registrar, a transfer agent, or a transfer clerk who actually
signs such certificates, the signature of any of the other officers above
mentioned may be facsimile, engraved or printed. In case any such officer who
has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is
issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if such officer were an officer at the date of its issue.
(b) All stock certificates representing shares of stock which are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon such notation to such effect as may be determined by the Board of
Directors.
49. Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate of stock to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing
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such issue of a new certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to advertise
the same in such manner as it shall require or to give the Corporation a bond in
such sum, or other security in such form as it may direct, as indemnity against
any claim that may be made against the Corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.
50. Transfers of Shares, Transfer Agent, Registrar.
(a) Transfers of shares of stock shall be made on the stock record or
transfer books of the Corporation only by the person named in the stock
certificate, or by his attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. The stock record book and other transfer
records shall be in the possession of the Secretary or of a transfer agent or
clerk for the Corporation. The Corporation, by resolution of the Board, may from
time to time appoint a transfer agent, and, if desired, a registrar, under such
arrangements and upon such terms and conditions as the Board deems advisable;
but until and unless the Board appoints some other person, firm or Corporation
as its transfer agent (and upon the revocation of any such appointment,
thereafter until a new appointment is similarly made), the Secretary of the
Corporation shall be the transfer agent or clerk of the Corporation shall be the
transfer agent or clerk of the Corporation, without the necessity of any formal
action of the Board, and the Secretary shall perform all of the duties thereof.
(b) Upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or its transfer agent to issue a new certificate to the
person entitled thereto, to cancel the old certificate and to record the
transaction upon its books.
(c) Except as otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person who is registered on its books as
the owner of shares of its stock to receive dividends or other distributions, to
vote as such owner, and to hold liable for calls and assessments a person who is
registered on its books as the owner of shares of its stock. The Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person.
(d) If a stockholder desires that notice and/or dividends shall be sent to
a name or address other than the name or address appearing on the stock ledger
maintained by the Corporation (or by the transfer agent or registrar, if any),
such stockholder
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shall have the duty to notify the Corporation (or the transfer agent or
registrar, if any) in writing, of such desire. Such written notice shall specify
the alternate name or address to be used.
51. Record Date.
(a) In order that the Corporation may 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,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be less than 10 nor more than 60 days before the date of such meeting, nor
more than 60 days prior to any other action; provided, however, any record date
for determining stockholders entitled to consent to corporate actions in writing
without a meeting may not be more than 10 days after the date upon which the
resolution fixing the record date is adopted; provided, further, any record date
established by the Board of Directors may not precede the date upon which the
resolution fixing the record date is adopted.
(b) 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.
(ii) The record date for determining stockholders entitled to express
written consent to corporate action without a meeting, shall be: (A) if no
prior action by the Board of Directors is necessary, the first date on
which a signed written consent setting forth the action taken is delivered
to the Corporation; and (B) if prior action by the Board of Directors is
required, the close of business on the day the Board of Directors adopts
the resolution taking the prior action.
(c) 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.
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GENERAL PROVISIONS
------------------
52. Dividends. Ordinary dividends upon the shares of the
corporation, subject to the provisions of the Certificate of
Incorporation, and of any applicable law or statute, may be declared by
the Board of Directors at any regular or special meeting. Dividends may
be paid in cash, in property, or in shares of its stock, and to the
extent and in the manner provided by law, out of any available earned
surplus or earnings of the corporation.
If the dividend is to be paid in shares of the Corporation's
theretofore unissued capital stock, the Board of Directors shall, by
resolution, direct that there be transferred from surplus to the capital
account in respect of such shares, an amount which is not less than the
par value of the shares being declared as a dividend. No transfer from
surplus to capital shall be necessary if shares are being distributed by
the Corporation pursuant to a split-up or division of its stock, rather
than as payment of a dividend declared payable in stock of the
Corporation.
Liquidating dividends or dividends representing a distribution of
paid-in surplus or a return of capital shall be made only when and in the
manner permitted by law.
53. Reserves. The Board of Directors shall have full power,
subject to the provisions of law and the Certificate of Incorporation,
to determine whether any, and if so, what part, of the funds legally
available for the payment of dividends shall be declared as dividends and
paid to the stockholders of the Corporation. The Board of Directors, in
its sole discretion, may fix a sum which may be set aside or reserved
over and above the paid-in capital of the Corporation for working
capital or as a reserve for any proper purpose, and may from time to
time increase, diminish or vary such fund or funds.
54. Checks. All checks or instruments for the payment of money
and all notes 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. If no such designation is made, and unless
and until the Board otherwise provides, the Chairman of the Board or
President and Secretary, or the Chairman of the Board or President and
Treasurer, shall have power to sign all such instruments for, in behalf
of and in the name of the corporation, which are executed or made in the
ordinary course of the corporation's business.
55. Fiscal Year. The Board of Directors shall have the paramount
power to fix, and from time to time, to change, the fiscal year of the
corporation.
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56. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of incorporation and the
words: Corporate Seal Delaware. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner
reproduced.
AMENDMENTS
----------
57. Amendments. The Bylaws of the Corporation may from time to
time to be repealed, amended or altered, or new Bylaws may be adopted,
in either of the following ways:
(a) By the vote of a majority of the stockholders entitled to
vote at any annual or special meeting thereof; or
(b) By resolution adopted by a majority of the members of the
Board of Directors then in office; provided, however, that the power of
the directors to suspend, repeal, amend or otherwise alter the Bylaws or
any portion thereof may be denied as to any Bylaws or portion thereof
enacted by the stockholders if at the time of such enactment the
stockholders shall so expressly provide.
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CERTIFICATE
We, the undersigned, hereby certify that the foregoing Amended and
Restated Bylaws were adopted by a Statement of Unanimous Consent of the Board of
Directors of the Corporation dated the 1st day of March, 1991.
Dated this 1st day of March, 1991.
/s/ Robert F. Brozman
-----------------------------------
Robert F. Brozman,
Chairman of the Board
/s/ Robert C. Surridge, III
-----------------------------------
Robert C. Surridge, III,
Secretary
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Exhibit D
Name Title Signature
James R. Kahl Chief Executive Officer and /s/ James R. Kahl
President ------------------------
Rebecca L. Perry Executive Vice President,
Operations ------------------------
David J. Anglewicz Senior Vice President, Facility
Operations ------------------------
Phillip M. Kane Senior Vice President, /s/ Phillip M. Kane
Finance, Chief Financial ------------------------
Officer and Assistant
Secretary
Mary Jean Wolf Senior Vice President,
Organizational Services ------------------------
Peggy A. Ford Secretary ------------------------