EXHIBIT 3.34
BY - LAWS
OF
KIRKHILL - TA CO.
.
.
.
KIRKHILL - TA CO.
AUGUST 31, 1936 BYLAWS
AMENDMENTS
DATE OF AMENDMENT SECTION EFFECT OF AMENDMENT
Meeting minutes prior to 1944 were not found. Shareholder meeting minutes may be incomplete. Accordingly,
this may not be a complete list of amendments.
11/23/55 Article III, Sec. 2 Set Board at nine (9).
3/26/58 Article III, Sec. 2 Set Board at eleven (11).
Shareholder Action
8/16/71 Article III, Sec. 2 Set Board at twelve (12).
Shareholder Action
3/19/73 Article III, Sec. 7 Regular Board meetings to be held on the second Monday
Board Action of each month at 1:30 pm without further notice
required.
4/9/73 Article III, Sec. 7 Moved time of regular Board meetings to 3:00 pm.
Board Action
9/10/73 Article III, Sec. 7 Moved date of regular Board meetings to third Monday of
Board Action each month.
11/14/77 Article IV, Sec. 1 Changed "Treasurer" to "Chief Financial Officer" in
Board Action and Sec. 10 compliance with recent changes in California
corporation law.
4/18/83 Article V, Sec. 4 Expressly waived the sending of an annual report to
Board Action shareholders referred to in Section 1501 of the
California General Corporation Law.
4/18/83 Article III, Sec. 2 Directed that a written consent approving amendment of
Board Action the Bylaws to reduce the number of Directors from 12 to
10 be sent to the shareholders. Shareholder approval
was not found.
AUGUST 31, 1936 BYLAWS
KIRKHILL - TA CO.
AMENDMENTS
1/17/91 Article III, Sec. 7 Regular Board meetings to be held on the third Thursday
Board Action of each month at 10:00 am without further notice
required.
7/18/91 Article III, Sec. 7 Regular Board meetings to be held quarterly rather than
Board Action monthly.
6/18/92 Article III, Sec. 7 Regular Board meetings to be held on the third Thursday
Board Action of even numbered months at 10:00 am.
8/17/95 Article III, Sec. 2 Board to be composed of seven Directors.
Board Action
12/21/95 Article III, Sec. 3 At least 30 days prior to any shareholder meeting at
Board Action which Directors will be elected, the Board shall
nominate candidates for election as Directors.
12/21/95 Article II, Sec. 2 Annual meeting set for third Thursday of April at 9:30
Board Action a.m.
4/17/97 Article III, Sec. 2 Board to be composed of seven (7) Directors.
Shareholder Action
10/30/98 Article III, Sec. 2 Board to be composed of not less than one nor more than
Shareholder Action five Directors, with the specific number to be set by
resolution of the Board or the shareholders
5/3/99 Article III, Sec. 2 Board to be composed of four Directors until a bylaw
Shareholder Action amending this section is adopted by the outstanding
shares.
7/99 Article III, Sec. 2 Board to be composed of three Directors until a bylaw
Shareholder Action amending this section is adopted by the outstanding
shares.
1/24/02 new Article VII Indemnification of Directors, Officers, Employees and
Board Action Other Agents
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BY - LAWS
OF
KIRKHILL-TA CO.
ARTICLE I
Section 1. PRINCIPAL OFFICE.
The principal office for the transaction of the business of
the corporation is hereby fixed and located at 5801 S. Hoover Street, Los
Angeles, California. The Board of Directors is hereby granted full power and
authority to change said principal office from one location to another in said
county.
Section 2. OTHER OFFICES.
Branch or subordinate offices may at any time be established
by the Board of Directors at any place or places where the corporation is
qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS.
Section 1. PLACES OF MEETINGS.
All annual meetings and/or other meetings of shareholders
shall be held at the principal office of the corporation or at any other place
within or without the State of California which other place of annual and/or all
other meetings of shareholders may be designated either by the Board of
Directors pursuant to authority hereinafter granted to said Board, or by the
written consent of all shareholders entitled to vote thereat given either before
or after the meeting and filed wit the Secretary of the corporation.
Section 2. ANNUAL MEETINGS.
The annual meetings of the shareholders shall be held on the
third Thursday in April of each year at the hour of two o'clock p.m. of said
day; provided, however, that should said day fall upon a legal holiday, then any
such annual meeting of
shareholders shall be held at the same time and place on the next date
thereafter ensuing which is not a legal holiday.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote thereat, either personally or by mail or other
means of written communication, charges prepaid, addressed to such shareholder
at his address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a shareholder gives not address,
notice shall be deemed to have been given him if sent by mail or other means of
written communication addressed to the place where the principal office of the
corporation is situated, or if published, at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than fifteen
(15) days before each annual meetings, and shall specify the place, the day and
the hour of such meeting, and shall also state the general nature of the
business or proposal to be considered or acted upon at such meeting before
action may be taken at such meeting on (a) a proposal to sell, lease, convey,
exchange, transfer or otherwise dispose of all or substantially all of the
property assets of the corporation except under Section 344 of the California
Civil Code; or (b) a proposal to merge or consolidate with another corporation,
domestic or foreign; or (c) a proposal to reduce the stated capital of the
corporation; or (d) a proposal to amend the articles of incorporation, except to
extend the term of the corporate existence, or (e) a proposal to wind up and
dissolve the corporation, or (f) a proposal to adopt a plan of distribution of
shares, securities or any consideration other than money in the process of
winding up.
Section 3. SPECIAL MEETINGS.
Special meetings of the shareholders for any purpose or
purposes whatsoever, may be called at any time by the President or by the Board
of Directors, or by one or more shareholders holding not less than one-fifth of
the voting power of the corporation. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given in
the same manner as for annual meetings of shareholders. Notices of any special
meeting shall specify in addition to the place, day and hour of such meeting,
the general nature of the business to be transacted.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF.
Any shareholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to
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time by the vote of a majority of the shares, the holders of which are either
present in person or represented by proxy thereat, but in the absence of a
quorum no other business may be transacted at any such meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
Section 5. ENTRY OF NOTICE.
Whenever any shareholder entitled to vote has been absent from
any meeting of shareholders, whether annual or special, an entry in the minutes
to the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such meeting was given to such
shareholders, as required by law and the By-laws of the corporation.
Section 6. VOTING.
At all meetings of shareholders, every shareholder entitled to
vote shall have the right to vote in person or by proxy the number of shares
standing in his own name on the stock records of the corporation. Such vote may
be viva voce or by ballot; provided, however, that all elections for directors
must be by ballot upon demand made by a shareholder at any election and before
the voting begins.
Section 7. QUORUM.
The presence in person or by proxy by the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 8. CONSENT OF ABSENTEES.
The transactions of any meeting of shareholders, either annual
or special, however called and noticed, shall be as valid as though had a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and
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if, either before or after the meeting, each of the shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 9. ACTION WITHOUT MEETING.
Any action, which under the provisions of title one of part
four of division first of the California Civil Code may be taken at a meeting of
the shareholders, may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote at a
meeting for such purpose, and filed with the secretary of the corporation.
Section 10. PROXIES.
Every person entitled to vote or execute consents shall have
the right to do so either in person or by an agent or agents authorized by a
written proxy executed by such person or his duly authorized agent and filed
with the secretary of the corporation; provided that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its execution,
unless the shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from date of its execution.
ARTICLE III
DIRECTORS
Section 1. POWERS.
Subject to limitations of the Articles of Incorporation, of
the By-laws, and of title one part four of division first of the California
Civil Code as to action to be authorized or approved by the shareholders, and
subject tot the duties of directors as prescribed by the By-laws, all
corporation powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the Board of
Directors. Without prejudice to such general powers, but subject tot the same
limitations, it is hereby expressly declared that the directors shall have the
following powers, to wit:
First - To select and remove all the other officers, agents
and employees of the corporation, prescribe such powers and duties for them as
may not be inconsistent with the law, with the
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Articles of Incorporation or the By-laws, fix their compensation, and require
from them security for faithful service.
Second - To conduct, manage and control the affairs and
business of the corporation, and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or the By-laws, as
they may deem best.
Third - To change the principal office for the transaction of
the business of the corporation from one location to another within the same
county as provided in Article I, Section I, hereof; to fix and locate from time
to time one or more subsidiary offices of the corporation without or within the
State of California, as provided in Article I, Section 2 hereof; to designate
any place without or within the State of California for the holding of any
shareholders meeting or meetings, including annual or special meetings; and to
adopt, make, and use a corporate seal, and to prescribe the forms of
certificates of stock and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
Fourth - To authorize the issue of shares of stock of the
corporation from time to tome, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities canceled or tangible or intangible property actually received, or in
the case of shares issues as a dividend, against amounts transferred from
surplus to stated capital.
Fifth - to borrow money and incur indebtedness for the purpose
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
Sixth - To appoint an executive committee and other
committees, and to delegate to the execute committee any of the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, except the power to declare dividends and to adopt,
amend or repeal by-laws. The executive committee shall be composed of two or
more directors.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS.
The authorized number of directors of the corporation shall be
seven (7) until changed by amendment of the
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Articles of Incorporation or by a By-law amending this Section 2 of Article III
of these By-laws duly adopted by the vote or written consents of the
shareholders entitled to exercise a majority of the voting power of the
corporation.
Section 3. ELECTION AND TERM OF OFFICE.
The directors shall be elected at each annual meeting of
shareholders, but if any such annual meeting is not held, or the directors are
not elected thereat, the directors may be elected at any special meeting of
shareholders held for that purpose. All directors shall hold office until their
respective successors are elected.
Section 4. VACANCIES.
Vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the shareholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any director, or
if the authorized number of directors be increased, or if the shareholders fail
at any annual or special meeting of shareholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The shareholders may elect a director or directors at any time
to fill vacancy or vacancies not filled by the directors. If the Board of
Directors accept the resignation of a director tendered to take effect at a
future time, the Board or the shareholders shall have power to elect a successor
to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of his term of
office.
Section 5. PLACE OF MEETING.
Regular meetings of the Board of Directors shall be held at
any place within or without the State which has been designated from time to
time by resolution of the Board or by written consent of all members of the
Board. In the absence of such designation, regular meetings shall be held a the
principal
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office of the corporation. Special meetings of the Board may be held at a place
so designated or at the principal office.
Section 6. ORGANIZATION MEETING.
Immediately following each annual meeting of shareholders, the
Board of Directors shall hold a regular meeting of the purpose of organization,
election of officers, and the transaction of other business. Notice of such
meetings is hereby dispensed with.
Section 7. OTHER REGULAR MEETINGS.
Other regular meetings of the Board of Directors shall be held
without call on the third Thursday of each calendar month at the hour of ten
o'clock a.m. on said day, provided, however, should said day fall upon a legal
holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the Board of Directors is hereby dispensed with.
Section 8. SPECIAL MEETINGS.
Special meetings of the Board of Directors for any purpose or
purposes shall be called at any time by the president, or if he is absent or
unable or refuses to act, by any vice-president or by any two directors.
Written notice of the time and place of special meetings shall
be delivered personally to the directors or sent to each director by mail or
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation, or if it is not so
shown on such records or is not readily ascertained, at the place in which the
meeting of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company in the place in which the principal office of the corporation
is located at least forty-eight (48) hours prior to the time of the holding of
the meeting. In case such notice is delivered as above provided, it shall be so
delivered at least twenty-four (24) hours prior to the time of the holding of
the meeting. Such mailing, telegraphing or delivery as above provided shall be
due, legal and personal notice to such director.
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Section 9. NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting
need not be give to absent directors if the time and place be fixed at the
meeting adjourned.
Section 10. ENTRY OF NOTICE.
Whenever any director has been absent from any special meeting
of the board of directors, an entry in the minutes to the effect that notice has
been duly given shall be conclusive and incontrovertible evidence that due
notice of such meeting was given to such director, as required by law and the
by-laws of the corporation.
Section 11. WAIVER OF NOTICE.
The transaction of any meeting of the Board of Directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not present sign a
written waiver of notice or a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Section 12. QUORUM.
A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board of directors, unless a greater
number be required by law or by the articles of incorporation.
Section 13. ADJOURNMENT.
A quorum of the directors may adjourn any directors' meeting
to meet again at a stated day and hour; provided, however, that in the absence
of a quorum, a majority of the directors present at any directors' meeting,
either regular or special, may adjourn from time to time until the time fixed
for the next regular meeting of the board.
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Section 14. FEES AND COMPENSATION.
Directors shall not receive any stated salary for their
services as directors, but, by resolution of the board, a fixed fee, with or
without expenses of attendance, may be allowed for attendant at each meeting.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent, employee or
otherwise, and receiving compensation therefor.
ARTICLE IV
OFFICERS
Section 1. OFFICERS.
The officers of the corporation shall be a president, a
vice-president, a secretary, and a chief financial officer. The corporation may
also have, at the discretion of the board of directors, a chairman of the board,
one or more additional vice-presidents, one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this article. Officers other than
the president and the chairman of the board need not be directors. One person
may hold two or more offices, except those of president and secretary.
Section 2. ELECTION.
The officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Section 3 or Section 5 of this
article, shall be chosen annually by the board of directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC.
The board of directors may appoint such officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided by the
by-laws or as the board of directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by a
majority of the directors at the time in office, at any
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regular or special meeting of the board, or, except in case of an officer chosen
by the board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.
Any officer may resign at any time by giving written notice to
the board of directors or to the president, or to the secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the by-laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD.
The chairman of the board, if there shall be such an officer,
shall, if present, preside at all meetings of the board of directors, and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the board of directors or prescribed by the by-laws.
Section 7. PRESIDENT.
Subject to such supervisory powers, if any, as may be given by
the board of directors to the chairman of the board, if there be such an
officer, the president shall be the chief executive officer of the corporation
and shall, subject to the control of the board of directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders, and in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the board of directors, or the by-laws.
Section 8. VICE-PRESIDENT.
In the absence of disability of the president, the
vice-presidents in order of their rank as fixed by the board of
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directors, or if not ranked, the vice-president designated by the board of
directors, shall perform all the duties of the president, and when so acting
shall have all powers of, and be subject to all the restrictions upon the
president. The vice-president shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or by-laws.
Section 9. SECRETARY.
The secretary shall keep, or cause to be kept, a book ok
minutes at the principal office or such other place as the board of directors
may order, of all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented by shareholders' meetings and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the board of directors, required by the
by-laws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or the by-laws.
Section 10. TREASURER.
The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all times be open to
inspection by any director.
The treasurer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with
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such depositaries as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever they request
it, an account of all of his transactions as treasurer and of the financial
condition of the corporation, and shall such other powers and perform such other
duties as may be prescribed by the board of directors or the by-laws.
ARTICLE V
MISCELLANEOUS
Section 1. RECORD DATE AND CLOSING STOCK BOOKS.
The board of directors may fix a time, in the future, not
exceeding fifteen (15) days preceding the date of any meeting of shareholders,
and not exceeding thirty (30) days preceding the date fixed for the payment of
any dividend or distribution, or for the allotment of rights, or when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to notice of and to vote at any
such meeting, or entitled to receive any such dividend or distribution, or any
such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares, and in such case only shareholders of
record on the date so fixed shall be entitled to notice of and to vote at such
meeting, or to receive such dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after any record date fixed as aforesaid.
The board of directors may close the books of the corporation against transfers
of shares during the whole, or any part of any such period.
Section 2. INSPECTION OF CORPORATE RECORDS.
The share register or duplicate share register, the books of
account, the minutes of proceedings of the shareholders and directors shall be
open to inspection upon the written demand of any shareholders or the holder of
a voting trust certificate, at any reasonable time, and for a purpose reasonable
related to his interests as a shareholder, or as the holder of a voting trust
certificate, and shall be exhibited at any time when required by the demand of
ten percent (10%) of the shares represented at any shareholders' meeting. Such
inspection may be made in person or by an agent or attorney and shall include
the right to make extracts. Demand of inspection other than at a shareholders'
meeting, shall
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be made in writing upon the president, secretary or assistant secretary of the
corporation.
Section 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for payment of money,
notes, or other evidence of indebedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the board of
directors.
Section 4. ANNUAL REPORT.
Annual Reports to shareholders are waived.
Section 5. CONTRACT, ETC., HOW EXECUTED.
The board of directors, except as in the by-laws otherwise
provided, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the board of directors no officer, agent
or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit to render it liable for any
purpose or to any amount.
Section 6. CERTIFICATE OF STOCK.
A certificate or certificates for shares of the capital stock
of the corporation shall be issued to each shareholder when any such shares are
fully paid up. All such certificates shall be signed by the president or a
vice-president and the secretary or an assistant secretary, or be authenticated
by facsimiles of the signatures of the president and secretary or be a facsimile
of the signature of the president and the written signature of the secretary or
an assistant secretary. Every certificate authenticated by a facsimile of a
signature must be countersigned by a transfer agent or transfer clerk, and be
registered by an incorporated bank or trust company, either domestic or foreign,
as registrar or transferee, before issuance.
Certificates for shares may be issued prior to full payment
under the restrictions and for such purposes as the board
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of directors or the by-laws may provide; provided, however, that any such
certificate so issued prior to full payment shall state the amount remaining
unpaid and the terms of payment thereof.
Section 7. REPRESENTATION OF SHARES OR OTHER CORPORATIONS.
The president or any vice-president and the secretary or
assistant secretary of this corporation are authorized to vote, represent and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority granted herein to said officers to vote or represent
on behalf of this corporation any and all shares of this corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized to so do by proxy or power of attorney duly
executed by said officers.
Section 8. INSPECTION OF BY-LAWS.
The corporation shall keep in its principal office for the
transaction of business the original or copy of the by-laws as amended or
otherwise altered to date, certified by the secretary, which shall be open to
inspection by the shareholders at all reasonable times during office hours.
ARTICLE VI
AMENDMENTS
Section 1. POWER OF SHAREHOLDERS.
New by-laws may be adopted or these by-laws may be amended or
repealed by the vote of shareholders entitled to exercise a majority of the
voting power of the corporation or by the written amount of such shareholders.
Section 2. POWER OF DIRECTORS.
Subject to the right of shareholders as provided in Section 1
of this Article VI to adopt, amend or repeal by-laws, by-laws other than a
by-law or amendment thereof changing the authorized number of directors may be
adopted, amended, or repealed by the board of directors.
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