BY-LAWS
OF
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(dated January 22, 1999)
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ARTICLE I.
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the
corporation for the purpose of electing directors and for the transaction of
such other business as may properly be brought before the meeting shall be held
on such date, and at such time and place within or without the State of
Delaware as may be designated from time to time by the Board of Directors.
Section 2. Special meetings of the stockholders shall be
called at any time by the Secretary or any other officer, whenever directed by
the Board of Directors or by the Chief Executive Officer. The purpose or
purposes of the proposed meeting shall be included in the notice setting forth
such call.
Section 3. Except as otherwise provided by law, notice of the
time, place and, in the case of a special meeting, the purpose or purposes of
the meeting of stockholders shall be delivered personally or mailed not earlier
than sixty, nor less than ten days previous thereto, to each stockholder of
record entitled to vote at the meeting at such address as appears on the
records of the corporation.
Section 4. The holders of a majority in voting power of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the Certificate of Incorporation; but if at any regularly called
meeting of stockholders there be less than a quorum present, the stockholders
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than 30 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.
Section 5. The Chairman of the Board, or in the Chairman's
absence or at the Chairman's direction, the President, or in the President's
absence or at the President's direction, any officer of the corporation shall
call all meetings of the stockholders to order and shall act as Chairman of
such meeting. The Secretary of the corporation or, in such officer's absence,
an
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Assistant Secretary shall act as secretary of the meeting. If neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting. Unless otherwise determined by the
Board of Directors prior to the meeting, the Chairman of the meeting shall
determine the order of business and shall have the authority in his or her
discretion to regulate the conduct of any such meeting, including, without
limitation, by imposing restrictions on the persons (other than stockholders of
the corporation or their duly appointed proxies) who may attend any such
meeting, whether any stockholder or stockholders' proxy may be excluded from
any meeting of stockholders based upon any determination by the Chairman, in
his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings thereat, and the circumstances in which any
person may make a statement or ask questions at any meeting of stockholders.
The Chairman of the meeting shall have authority to adjourn any meeting of
stockholders.
Section 6. At all meetings of stockholders, any stockholder
entitled to vote thereat shall be entitled to vote in person or by proxy, but
no proxy shall be voted after three years from its date, unless such proxy
provides for a longer period. Without limiting the manner in which a
stockholder may authorize another person or persons to act for the stockholder
as proxy pursuant to the General Corporation Law of the State of Delaware, the
following shall constitute a valid means by which a stockholder may grant such
authority: (1) a stockholder may execute a writing authorizing another person
or persons to act for the stockholder as proxy, and execution of the writing
may be accomplished by the stockholder or the stockholder's authorized officer,
director, employee or agent signing such writing or causing his or her
signature to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature; or (2) a stockholder may authorize
another person or persons to act for the stockholder as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent
duly authorized by the person who will be the holder of the proxy to receive
such transmission, provided that any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder. If it is determined
that such telegrams, cablegrams or other electronic transmissions are valid,
the judge or judges of stockholder votes or, if there are no such judges, such
other persons making that determination shall specify the information upon
which they relied.
Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to the preceding
paragraph of this Section 6 may be substituted or used in lieu of the original
writing or transmission for any and all purposes for which the original writing
or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
Proxies shall be filed with the Secretary of the meeting
prior to or at the commencement of the meeting to which they relate.
Section 7. When a quorum is present at any meeting, the vote
of the holders of a majority in voting power of the stock present in person or
represented by proxy and entitled to vote on the matter shall decide any
question brought before such meeting, unless the question is one upon
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which by express provision of statute or of the Certificate of Incorporation or
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 8. In order that the corporation may determine the
stockholders (a) entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or (b) entitled to consent to
corporate action in writing without a meeting, or (c) 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 a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date (i) in the case of clause (a) above, shall not be more than sixty nor less
than ten days before the date of such meeting, (ii) in the case of clause (b)
above, shall not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the board of directors, and (iii) in the
case of clause (c) above, shall not be more than sixty days prior to such
action. If for any reason the Board of Directors shall not have fixed a record
date for any such purpose, the record date for such purpose shall be determined
as provided by law. Only those stockholders of record on the date so fixed or
determined shall be entitled to any of the foregoing rights, notwithstanding
the transfer of any such stock on the books of the corporation after any such
record date so fixed or determined.
Section 9. The officer who has charge of the stock ledger of
the corporation shall prepare and make at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten 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 meeting, or, if not so specified, at the place where the meeting is
to be held. The list shall also be produced at the time and kept at the place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 10. The Board of Directors, in advance of all
meetings of the stockholders, shall appoint one or more judges of stockholder
votes, who may be stockholders or their proxies, but not directors of the
corporation or candidates for office. In the event that the Board of Directors
fails to so appoint judges of stockholder votes or, in the event that one or
more judges of stockholder votes previously designated by the Board of
Directors fails to appear or act at the meeting of stockholders, the Chairman
of the meeting may appoint one or more judges of stockholder votes to fill such
vacancy or vacancies. Judges of stockholder votes appointed to act at any
meeting of the stockholders, before entering upon the discharge of their
duties, shall be sworn faithfully to execute the duties of judge of stockholder
votes with strict impartiality and according to the best of their ability and
the oath so taken shall be subscribed by them. Judges of stockholder votes
shall, subject to the power of the Chairman of the meeting to open and close
the polls, take charge of the polls, and, after the voting, shall make a
certificate of the result of the vote taken.
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Section 11. (A) Annual Meetings of Stockholders. (1)
Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) pursuant to the
corporation's notice of meeting delivered pursuant to Article 1, Section 3 of
these By-Laws, (b) by or at the direction of the Chairman of the Board or (c)
by any stockholder of the corporation who is entitled to vote at the meeting,
who complied with the notice procedures set forth in subparagraphs (2) and (3)
of this paragraph (A) of this By-Law and who was a stockholder of record at the
time such notice is delivered to the Secretary of the corporation.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation, and, in the case of business other
than nominations, such other business must be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not less than
seventy days nor more than ninety days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than twenty days, or delayed by
more than seventy days, from such anniversary date, notice by the stockholder
to be timely must be so delivered not earlier than the ninetieth day prior to
such annual meeting and not later than the close of business on the later of
the seventieth day prior to such annual meeting or the tenth day following the
day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the corporation which are
owned beneficially and of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-Law to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
corporation at least eighty days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this By-Law
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the corporation not later than the close
of business on the tenth day following the day on which such public
announcement is first made by the corporation.
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(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the corporation's notice of meeting
pursuant to Article I, Section 2 of these By-Laws. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation's
notice of meeting (a) by or at the direction of the Board of Directors or (b)
by any stockholder of the corporation who is entitled to vote at the meeting,
who complies with the notice procedures set forth in this By-Law and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the corporation. Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders if the
stockholder's notice as required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the
corporation not earlier than the ninetieth day prior to such special meeting
and not later than the close of business on the later of the seventieth day
prior to such special meeting or the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
(C) General. (1) Only persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law. Except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in this By-Law and, if any proposed nomination or business
is not in compliance with this By-Law, to declare that such defective
nomination shall be disregarded or that such proposed business shall not be
transacted.
(2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(3) For purposes of this By-Law, no adjournment nor notice of
adjournment of any meeting shall be deemed to constitute a new notice of such
meeting for purposes of this Section 11, and in order for any notification
required to be delivered by a stockholder pursuant to this Section 11 to be
timely, such notification must be delivered within the periods set forth above
with respect to the originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this By-Law,
a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE II.
BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation shall
consist of such number of directors, not less than three, as shall from time to
time be fixed exclusively by resolution of the Board of Directors. The
directors shall be divided into three classes in the manner set forth in the
Certificate of Incorporation of the corporation, each class to be elected for
the term set forth therein. Directors shall (except as hereinafter provided for
the filling of vacancies and newly created directorships) be elected by the
holders of a plurality of the voting power present in person or represented by
proxy and entitled to vote. A majority of the total number of directors then in
office (but not less than one-third of the number of directors constituting the
entire Board of Directors) shall constitute a quorum for the transaction of
business and, except as otherwise provided by law or by the corporation's
Certificate of Incorporation, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. Directors need not be stockholders.
Section 2. Newly created directorships in the Board of
Directors that result from an increase in the number of directors and any
vacancy occurring in the Board of Directors shall be filled only by a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director; and the directors so chosen shall hold office for a term as
set forth in the Certificate of Incorporation of the corporation. If any
applicable provision of the General Corporation Law of the State of Delaware
expressly confers power on stockholders to fill such a directorship at a
special meeting of stockholders, such a directorship may be filled at such
meeting only by the affirmative vote of at least 75 percent in voting power of
all shares of the corporation entitled to vote generally in the election of
directors, voting as a single class.
Section 3. Meetings of the Board of Directors shall be held
at such place within or without the State of Delaware as may from time to time
be fixed by resolution of the Board or as may be specified in the notice of any
meeting. Regular meetings of the Board of Directors shall be held at such times
as may from time to time be fixed by resolution of the Board and special
meetings may be held at any time upon the call of the Chairman of the Board,
the President or a majority of the directors, by oral, or written notice
including, telegraph, telex or transmission of a telecopy, e-mail or other
means of transmission, duly served on or sent or mailed to each director to
such director's address or telecopy number as shown on the books of the
corporation not less than one day before the meeting. The notice of any meeting
need not specify the purposes thereof. A meeting of the Board may be held
without notice immediately after the annual meeting of stockholders at the same
place at which such meeting is held. Notice need not be given of regular
meetings of the Board held at times fixed by resolution of the Board. Notice of
any meeting need not be given to any director who shall attend such meeting in
person (except when the director attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened), or who shall waive
notice thereof, before or after such meeting, in writing.
Section 4. Notwithstanding the foregoing, whenever the
holders of any one or more series of Preferred Stock or Series Common Stock
issued by the corporation shall have the right,
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voting separately by series, to elect directors at an annual or special meeting
of stockholders, the election, term of office, removal, filling of vacancies
and other features of such directorships shall be governed by the terms of the
Certificate of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to Article SEVENTH of the
Certificate of Incorporation unless expressly provided by such terms. The
number of directors that may be elected by the holders of any such series of
Preferred Stock or Series Common Stock shall be in addition to the number fixed
by or pursuant to the By-Laws. Except as otherwise expressly provided in the
terms of such series, the number of directors that may be so elected by the
holders of any such series of stock shall be elected for terms expiring at the
next annual meeting of stockholders and without regard to the classification of
the members of the Board of Directors as set forth in Section 1 hereof, and
vacancies among directors so elected by the separate vote of the holders of any
such series of Preferred Stock or Series Common Stock shall be filled by the
affirmative vote of a majority of the remaining directors elected by such
series, or, if there are no such remaining directors, by the holders of such
series in the same manner in which such series initially elected a director.
Section 5. If at any meeting for the election of directors,
the corporation has outstanding more than one class of stock, and one or more
such classes or series thereof are entitled to vote separately as a class, and
there shall be a quorum of only one such class or series of stock, that class
or series of stock shall be entitled to elect its quota of directors
notwithstanding absence of a quorum of the other class or series of stock.
Section 6. The Board of Directors may designate three or more
directors to constitute an executive committee, one of whom shall be designated
Chairman of such committee. The members of such committee shall hold such
office until the next election of the Board of Directors and until their
successors are elected and qualify. Any vacancy occurring in the committee
shall be filled by the Board of Directors. Regular meetings of the committee
shall be held at such times and on such notice and at such places as it may
from time to time determine. The committee shall act, advise with and aid the
officers of the corporation in all matters concerning its interest and the
management of its business, and shall generally perform such duties and
exercise such powers as may from time to time be delegated to it by the Board
of Directors, and shall have authority to exercise all the powers of the Board
of Directors, so far as may be permitted by law, in the management of the
business and the affairs of the corporation whenever the Board of Directors is
not in session or whenever a quorum of the Board of Directors fails to attend
any regular or special meeting of such Board. The committee shall have power to
authorize the seal of the corporation to be affixed to all papers which are
required by the Delaware General Corporation Law to have the seal affixed
thereto. The fact that the executive committee has acted shall be conclusive
evidence that the Board of Directors was not in session at such time or that a
quorum of the Board had failed to attend the regular or special meeting
thereof.
The executive committee shall keep regular minutes of its
transactions and shall cause them to be recorded in a book kept in the office
of the corporation designated for that purpose, and shall report the same to
the Board of Directors at their regular meeting. The committee shall make and
adopt its own rules for the government thereof and shall elect its own
officers.
Section 7. The Board of Directors may from time to time
establish such other committees to serve at the pleasure of the Board which
shall be comprised of such members of the
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Board and have such duties as the Board shall from time to time establish. Any
director may belong to any number of committees of the Board. The Board may
also establish such other committees with such members (whether or not
directors) and such duties as the Board may from time to time determine.
Section 8. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, 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 of Directors.
Section 9. The members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee, as
the case may be, 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 subsection shall
constitute presence in person at such a meeting.
Section 10. The Board of Directors may establish policies for
the compensation of directors and for the reimbursement of the expenses of
directors, in each case, in connection with services provided by directors to
the corporation.
ARTICLE III.
OFFICERS
Section 1. The Board of Directors, as soon as may be after
each annual meeting of the stockholders, shall elect officers of the
corporation, including a Chairman of the Board or President, a Chief Financial
Officer and a Secretary. The Board of Directors may also from time to time
elect such other officers (including one or more Vice Presidents, a Treasurer,
one or more Assistant Vice Presidents, one or more Assistant Secretaries and
one or more Assistant Treasurers) as it may deem proper or may delegate to any
elected officer of the corporation the power to appoint and remove any such
other officers and to prescribe their respective terms of office, authorities
and duties. Any Vice President may be designated Executive, Senior or
Corporate, or may be given such other designation or combination of
designations as the Board of Directors may determine. Any two or more offices
may be held by the same person.
Section 2. All officers of the corporation elected by the
Board of Directors shall hold office for such term as may be determined by the
Board of Directors or until their respective successors are chosen and
qualified. Any officer may be removed from office at any time either with or
without cause by the affirmative vote of a majority of the members of the Board
then in office, or, in the case of appointed officers, by any elected officer
upon whom such power of removal shall have been conferred by the Board of
Directors.
Section 3. Each of the officers of the corporation elected by
the Board of Directors or appointed by an officer in accordance with these
By-laws shall have the powers and duties
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prescribed by law, by the By-Laws or by the Board of Directors and, in the case
of appointed officers, the powers and duties prescribed by the appointing
officer, and, unless otherwise prescribed by the By-Laws or by the Board of
Directors or such appointing officer, shall have such further powers and duties
as ordinarily pertain to that office. The Chairman of the Board or the
President, as determined by the Board of Directors, shall be the Chief
Executive Officer and shall have the general direction of the affairs of the
corporation.
Section 4. Unless otherwise provided in these By-Laws, in the
absence or disability of any officer of the corporation, the Board of Directors
may, during such period, delegate such officer's powers and duties to any other
officer or to any director and the person to whom such powers and duties are
delegated shall, for the time being, hold such office.
ARTICLE IV.
CERTIFICATES OF STOCK
Section 1. The shares of stock of the corporation shall be
represented by certificates, provided that the Board of Directors may provide
by resolution or resolutions that some or all of any or all classes or series
of the corporation's stock shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until such certificate
is surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the Chairman of the Board of Directors, or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation, or as otherwise permitted by law, representing
the number of shares registered in certificate form. Any or all the signatures
on the certificate may be a facsimile.
Section 2. Transfers of stock shall be made on the books of
the corporation by the holder of the shares in person or by such holder's
attorney upon surrender and cancellation of certificates for a like number of
shares, or as otherwise provided by law with respect to uncertificated shares.
Section 3. No certificate for shares of stock in the
corporation shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed, except upon production of such evidence of such
loss, theft or destruction and upon delivery to the corporation of a bond of
indemnity in such amount, upon such terms and secured by such surety, as the
Board of Directors in its discretion may require.
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ARTICLE V.
CORPORATE BOOKS
The books of the corporation may be kept outside of the State
of Delaware at such place or places as the Board of Directors may from time to
time determine.
ARTICLE VI.
CHECKS, NOTES, PROXIES, ETC.
All checks and drafts on the corporation's bank accounts and
all bills of exchange and promissory notes, and all acceptances, obligations
and other instruments for the payment of money, shall be signed by such officer
or officers or agent or agents as shall be hereunto authorized from time to
time by the Board of Directors. Proxies to vote and consents with respect to
securities of other corporations owned by or standing in the name of the
corporation may be executed and delivered from time to time on behalf of the
corporation by the Chairman of the Board, the President, or by such officers as
the Board of Directors may from time to time determine.
ARTICLE VII.
FISCAL YEAR
The fiscal year of the corporation shall begin on the first
day of January in each year and shall end on the thirty-first day of December
following.
ARTICLE VIII.
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of
the corporation. In lieu of the corporate seal, when so authorized by the Board
of Directors or a duly empowered committee thereof, a facsimile thereof may be
impressed or affixed or reproduced.
ARTICLE IX.
AMENDMENTS
These By-Laws may be amended, added to, rescinded or repealed
at any meeting of the Board of Directors or of the stockholders, provided
notice of the proposed change was given in the notice of the meeting of the
stockholders or, in the case of a meeting of the Board of Directors, in a
notice given not less than two days prior to the meeting; provided, however,
that,
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notwithstanding any other provisions of these By-Laws or any provision of
law which might otherwise permit a lesser vote of the stockholders, the
affirmative vote of the holders of at least 75 percent in voting power of all
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required in order for
the stockholders to alter, amend or repeal Section 2 and Section 11 of Article
I, Sections 1 and 2 of Article II or this proviso to this Article IX of these
By-Laws or to adopt any provision inconsistent with any of such Sections or
with this proviso.