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Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
PENWEST, LTD.
(A Washington Corporation)
(Amended as of June 27, 1995)
ARTICLE I
CAPITAL STOCK
1.1 Stock Certificates.
Stock certificates of the Corporation shall be in such form as the Board of
Directors may from time to time prescribe. Every stock certificate shall be
signed by two officers designated by the Board of Directors and sealed with the
corporate seal. All certificates shall be countersigned by a transfer agent and
a registrar of the Corporation. Any and all signatures on any such certificate
and the corporate seal upon any such certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent, or registrar at the date of issue.
1.2 Transfer of Shares.
The shares of stock of the Corporation shall be transferable on its books,
or other appropriate records, kept for such purpose, by the holder thereof in
person or by his duly authorized attorney upon surrender and cancellation of
such holder's certificates, properly endorsed, accompanied by authority to
transfer. Upon surrender, as above provided, of a stock certificate, one or more
new stock certificates for such aggregate number of shares of stock as equals
the aggregate number of shares represented by the surrendered stock certificate
shall be issued to the parties entitled thereto.
1.3 Holders of Stock of Record.
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof, and
shall not be bound to recognize any claim to, or interest in, such shares on the
part of any other person, whether or not the Corporation shall have express or
other notice thereof.
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1.4 Rules and Regulations Concerning the Issue, Transfer, and Registration
of Stock Certificates.
The Board of Directors of the Corporation shall have the power and
authority to make all such rules and regulations as the Board may deem proper or
expedient concerning the issue, transfer and registration of stock certificates
for shares of stock of the Corporation. The Board of Directors shall have the
power and authority to appoint from time to time one, or more than one, transfer
agent, and one, or more than one, registrar of transfers, and may require all
stock certificates for shares of stock of the Corporation to be properly
countersigned, and/or otherwise properly authenticated, by such transfer agent
or registrar.
1.5 Rules and Regulations Concerning Lost and Destroyed Certificate.
A new certificate or certificates of stock may be issued in place of any
certificate or certificates of stock theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon delivery to the Secretary of the
Corporation or any authorized transfer agent of the Corporation of a written
claim in the form of an affidavit stating all pertinent facts relating to the
alleged loss or destruction of such certificate or certificates together with an
open penalty indemnity bond, approved as provided below, written by a surety
company approved by an executive officer of the Corporation and indemnifying
against any claim that may be made against the Corporation for or in respect of
the shares of stock represented by the certificate or certificates alleged to
have been lost or destroyed. The penalty of such bond shall be unlimited as to
time and amount and said bond must be approved by an executive officer of the
Corporation. The Board of Directors may, in the discretion of a majority of the
Board, however, direct the issuance of a certificate or certificates in place of
any certificate or certificates alleged to have been lost or destroyed upon such
lesser conditions or security.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 Place of Meetings of Shareholders.
The Annual Meetings of shareholders of the Corporation shall be held at
such place as the Board of Directors may from time to time designate. The time
and place of the meeting shall be stated in the Notice to Shareholders.
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2.2 Annual Meetings of Shareholders -- Time -- Business.
The Annual Meeting of the shareholders of the Corporation for the election
of Directors and for the transaction of any such other business as properly may
be submitted to such Annual Meeting shall be held at the hour and on the date
designated by the Board of Directors or the Executive Committee of the Board of
Directors, such date to be within 180 days of the end of the fiscal year.
Any and all business pertaining to the affairs of the Corporation may be
transacted at any such Annual Meeting of its shareholders or at any adjournment
thereof, except only to the extent otherwise expressly proscribed by law.
2.3 Special Meetings of Shareholders.
Special meetings of the shareholders of the Corporation may be called at
any time by the Board of Directors.
2.4 Quorum at Shareholders' Meetings.
The holders of record of a majority of the issued and outstanding shares of
the stock of the Corporation present in person or represented by proxy at any
shareholders' meeting and entitled to vote thereat shall constitute a quorum for
the transaction of business at any such meeting, except as may otherwise be
provided by law; but if there be less than a quorum present at any such meeting,
the holders of a majority of the shares so present or represented at such
meeting may adjourn the meeting from time to time.
2.5 Notice of Annual or Special Meetings of Shareholders.
Written notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the direction of the Board of Directors, the
Chairman of the Board of Directors, the President, the Secretary or an Assistant
Secretary to each shareholder entitled to notice of or to vote at the meeting
not less than 10 nor more than 60 days before the meeting, except that notice of
a meeting to act on an amendment to the Articles of Incorporation, a plan of
merger or share exchange, the sale, lease, exchange, or other disposition of all
or substantially all of the Corporation's assets other than in the regular
course of business or the dissolution of the Corporation shall be given not less
than 20 nor more than 60 days before such meeting. Such notice may be
transmitted by mail, private carrier, personal delivery, telegraph, teletype or
communications equipment which transmits a facsimile of the
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notice to like equipment which receives and reproduces such notice. If these
forms of written notice are impractical in the view of the Board of Directors,
the Chairman of the Board of Directors, the President, the Secretary or an
Assistant Secretary, written notice may be transmitted by an advertisement in a
newspaper of general circulation in the area of the Corporation's principal
office. If such notice is mailed, it shall be deemed effective when deposited in
the official government mail, first-class postage prepaid, properly addressed to
the shareholder at such shareholder's address as it appears in the Corporation's
current record of shareholders. Notice given in any other manner shall be deemed
effective when dispatched to the shareholder's address, telephone number or
other number appearing on the records of the Corporation. Any notice given by
publication as herein provided shall be deemed effective five days after first
publication.
2.6 Voting List of Shareholders and Fixing of Record Date for Voting and
For Other Purposes.
At least 10 days before each meeting of shareholders, an alphabetical list
of the shareholders entitled to notice of such meeting shall be made, arranged
by voting group and by each class or series of shares therein, with the address
of and number of shares held by each shareholder. This record shall be kept at
the principal office of the Corporation for 10 days prior to such meeting, and
shall be kept open at such meeting, for the inspection of any shareholder or any
shareholder's agent.
For the purpose of determining shareholders entitled to (a) notice of or to
vote at any meeting of shareholders or any adjournment thereof, or (b) to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors may fix a future date
as the record date for any such determination. Such record date shall be not
more than 70 days, and in case of a meeting of shareholders not less than 10
days, prior to the date on which the particular action requiring such
determination is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting, the record date
shall be the day immediately preceding the date on which notice of the meeting
is first given to shareholders. Such a determination shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting. If no record date is set for the
determination of shareholders entitled to receive payment of any stock dividend
or distribution (other than one involving a purchase, redemption, or other
acquisition of the Corporation's shares) the record date shall be the date the
Board of Directors authorizes the stock dividend or distribution.
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2.7 Officers of Meetings of Shareholders.
The President of the Corporation (or in his absence, the Chairman of the
Board of Directors of the Corporation) may call any meeting of shareholders to
order and shall be the Chairman thereof. If the Chairman of the Board of
Directors and the President are absent from any such meeting, then a Vice
President of the Corporation shall be the Chairman thereof and shall preside at
such meeting. The Secretary of the Corporation, if present at any meeting of its
shareholders, shall act as the Secretary of such meeting. If the Secretary is
absent from any such meeting, the Chairman of such meeting may appoint a
Secretary for the meeting.
2.8 Proper Business for Shareholders' Meetings.
At any annual or special meeting of the shareholders of the Corporation,
only business properly brought before the meeting may be transacted. To be
properly brought before an annual or special meeting, business or other
proposals must be (i) specified in the notice of the meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, written notice thereof must have been received by the Secretary of
the Corporation from such shareholder not less than 120 days prior to the date
corresponding to the date on which the Corporation mailed its proxy statement in
connection with its previous year's annual meeting of shareholders. For business
to be properly brought before a special meeting by a shareholder, or in the
event the date of the annual meeting has been changed by more than 30 calendar
days from the date contemplated at the time of the previous year's proxy
statement, notice by the shareholder to be timely must be received by the
Secretary of the Corporation not later than the close of business on the 10th
day following the earlier of the day on which notice of the date of the
scheduled meeting was mailed or the day on which public disclosure of such date
was made.
Any such notice shall set forth as to each matter the shareholder proposes
to bring before the meeting (i) a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business at the
meeting, and the language of the proposal, (ii) the name and address of the
shareholder proposing such business, (iii) a representation that the shareholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting, and (iv) any material interest of the shareholder in such business. Any
such notice to the Corporation shall also comply with all applicable provisions
of Regulation 14A under the Securities Exchange Act of
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1934. No business shall be conducted at any meeting of shareholders except in
accordance with this Section, and the Chairman of any meeting of shareholders
and the Board of Directors may refuse to permit any business to be brought
before the meeting without compliance with the foregoing procedures.
ARTICLE III
DIRECTORS
3.1 Number of Directors.
The authorized number of directors of the Corporation shall be not less
than seven, nor more than fifteen. The Board of Directors, by resolution, shall
fix the number of directors to constitute the whole Board of Directors of the
Corporation, within the above limits, which number shall prevail until a
resolution is adopted by the Board of Directors prescribing a different number
of directors to be the authorized number of directors of the Corporation.
3.2 Qualifications of Directors.
No director of the Corporation need be a shareholder therein. Each director
of the Corporation shall be eligible to serve as a director until the regular
meeting of the Board of Directors immediately following his 72nd birthday.
3.3 Election of Directors -- Terms of Office.
The shareholders shall, at their annual meeting held each year, elect the
class of directors of the Corporation as set forth in the Articles of
Incorporation of the Corporation.
3.4 Nominations of Directors for Election.
Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or, if the
shareholders are, at the time, entitled to cumulate their votes in the election
of directors in accordance with Article IX of the Articles of Incorporation of
the Corporation, by a majority of the "Disinterested Directors" or by any
shareholder who is the "Beneficial Owner" of one percent or more of the
outstanding shares of "voting stock" of the Corporation as said terms are
defined in the Articles of Incorporation in accordance with the following
procedures. However, any such one percent shareholder at the time may nominate
one or more persons for election as directors at a meeting only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation in accordance with the following
procedures: For a nomination to be properly submitted before an
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annual meeting by a shareholder, written notice thereof must have been received
by the Secretary of the Corporation from such shareholder not less than 120 days
prior to the date corresponding to the date on which the Corporation mailed its
proxy statement in connection with its previous year's annual meeting of
shareholders. For a nomination to be properly submitted before a special meeting
by a shareholder, or in the event the date of the annual meeting has been
changed by more than 30 calendar days from the date contemplated at the time of
the previous year's proxy statement, notice by the shareholder to be timely must
be received by the Secretary of the Corporation not later than the close of
business on the 10th day following the earlier of the day on which notice of the
date of the scheduled meeting was mailed or the day on which public disclosure
of such date was made.
Each such notice to the Secretary shall set forth: (i) the name and address
of record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and principal
occupation or employment of each nominee; (iv) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each nominee to
serve as a director of the Corporation if so elected. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. The presiding officer of the
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if such officer should so
determine, such officer shall so declare to the meeting and the defective
nomination shall be disregarded.
3.5 Failure to Elect Directors at Annual Meeting of the Shareholders.
If the class of directors of the Corporation to be elected at the annual
meeting shall not be elected as herein provided at the annual meeting in any
year of the shareholders of the Corporation, or at any adjournment of such
annual meeting, then, in such event, the Corporation shall not for that reason
be dissolved, but its directors at the time shall be deemed lawful directors of
the Corporation for all purposes, and shall continue
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to hold office as directors until their successors, respectively, are duly
elected and qualified.
3.6 Authority of the Board of Directors.
The business of the Corporation shall be managed by its Board of Directors,
and such Board shall have and exercise full powers and authority in the
management, control, regulation, and conduct of the property, interests,
business transactions and affairs of the Corporation; provided, however, that
the Executive Committee of the Board of Directors of the Corporation may
exercise the power and authority of such Board pursuant but subject to (a) the
limitations in Section 23B.08.250 of the Washington Business Corporation Act and
(b) restrictions imposed by the Board of Directors pursuant to Article IV
hereof. If the position, Chairman of the Board, is not designated as an office
of the Corporation, then the Board may from time to time elect one of its
members to act as Chairman.
3.7 Action by the Board of Directors or Any of Its Committees Without a
Meeting.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of the Executive Committee or of any other committee of said Board
may be taken without a meeting if a written consent describing the action taken
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of said Board or of said
committee. Action taken by such written consent is effective when the last
director signs the consent, unless the consent specifies a later effective date.
3.8 Regular Meetings of the Board of Directors.
Meetings of the Board of Directors of the Corporation may be held at its
corporate offices, or at such other place or places as may be authorized by such
Board. Such Board shall also fix the time or times of such regular meetings. No
notice of any regularly scheduled meeting need be given. The Chairman of the
Board or the President may change the time and place of any regular meeting by
giving reasonable notice thereof, in writing or by telephone, not later than 24
hours before the time originally fixed for such meeting. The Chairman of the
Board shall act as Chairman of the meetings, but in his absence, the President
shall act as Chairman. The Secretary of the Corporation shall act as Secretary
of the meetings, but in his absence, the Chairman of the meeting shall appoint a
Secretary of the meeting.
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3.9 Special Meetings of the Board of Directors.
Meetings of the Board of Directors of the Corporation may be held from time
to time on written call thereof by the Chairman of the Board of Directors or the
President made at any time at his or her own instance and discretion or on call
thereof made by such number of its directors as equals a majority of its whole
Board of Directors at the time. Any special meeting of the Board of Directors
may be held at such time or at such place designated in said call. The time,
place and purpose of any special meeting of the Board of Directors to be held
pursuant to call and notice shall be stated both in the call and the notice
thereof, and no business other than that stated in such notice shall be
transacted, or acted upon, at such special meeting. Reasonable notice of a
special meeting shall be given in writing or by telephone by the person or
persons calling the meeting, not later than 72 hours prior to the time set for
the meeting; provided that the minimum notice period shall be 48 hours in the
event of a tender or exchange offer to purchase securities of the Corporation.
Any special meeting of the Board of Directors may be held at any time without
previous call, or previous notice thereof, if all directors of the Corporation
either attend such meeting, or consent in writing thereto, or if each director
not present at such meeting waives notice thereof. Any and all business and
matters pertaining to the affairs of the Corporation may be considered,
transacted and acted on at any special meeting so held without previous call or
previous notice.
3.10 Quorum of Directors.
A majority of the members of the Board of Directors as constituted for the
time being shall constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a quorum is
present and without further notice being given.
3.11 Waiver of Notice of Meetings of the Board of Directors.
Any director of the Corporation may waive in writing at any time any such
notice of any meeting of the Board of Directors of the Corporation as may be
provided by the Washington Business Corporation Act or by these Bylaws to be
given; and a written waiver thereof signed by any director entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice legally given to such director. Attendance at any
meeting of the Board of Directors of the Corporation by a director shall
constitute waiver of notice of such meeting, unless such director at the
beginning of the meeting, or promptly upon such director's arrival, objects to
holding the meeting or transacting business thereat and does not thereafter vote
for or assent to action taken at the meeting.
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3.12 Fees to the Directors for Attending Meetings of the Board of
Directors.
The directors of the Corporation shall be entitled, as directors, to
receive an annual fee for service as directors and an attendance fee for
meetings of the Board of Directors and for meetings of committees of the Board
of Directors. Said fees shall be payable in the amounts and under provisions
prescribed from time to time by resolution of the Board of Directors, and the
Corporation is hereby authorized to pay such fees to each of its directors;
provided, however, that no director of the Corporation shall be entitled to said
fee if at the time he is otherwise employed by the Corporation at a regular
monthly or annual salary as a full time employee.
3.13 Meeting by Telephone.
Members of the Board of Directors or any committee designated by the Bylaws
or appointed by the Board of Directors may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall constitute
presence at a meeting.
3.14 Rights Agreement.
Notwithstanding anything to the contrary in these Bylaws, any action stated
in the Rights Agreement between the Corporation and First Interstate Bank of
California dated as of June 3, 1988, as such agreement may be amended from time
to time (the "Rights Agreement"), to be taken by the Board of Directors after a
Person has become an Acquiring Person shall require the presence of Continuing
Directors and the concurrence of a majority of the Continuing Directors.
Capitalized terms in this paragraph shall have the meanings indicated in the
Rights Agreement.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
4.1 Creation of Committees
The Board of Directors, by resolution adopted by the greater of a majority
of the directors then in office and the number of directors required to take
action in accordance with these Bylaws, may create one or more committees,
including an Executive Committee, and appoint members to such committee from its
own members. Each committee must have two or more members, who shall serve at
the pleasure of the Board of Directors.
4.2 Authority of Committees
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Each committee shall have and may exercise the authority of the Board of
Directors to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions pertaining thereto, except that no
committee shall have the authority to: (1) authorize or approve a distribution
except according to a general formula or method prescribed by the Board, (2)
approve or propose to shareholders actions or proposals required by the
Washington Business Corporation Act to be approved by shareholders, (3) fill
vacancies on the Board or on any committee, (4) adopt, amend or repeal Bylaws,
(5) amend the Articles of Incorporation, (6) approve a plan of merger not
requiring shareholder approval, or (7) authorize or approve the issuance or sale
or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the Board may authorize a committee or a senior executive officer of the
Corporation to do so within limits specifically prescribed by the Board.
ARTICLE V
OFFICERS AND THEIR POWERS AND DUTIES
5.1 Authorized Officers.
The officers of the Corporation shall consist of a President, one or more
Vice Presidents (who may be designated as Vice Presidents, Senior Vice
Presidents or Executive Vice Presidents), and Secretary. The Corporation may
have such additional officers (hereinafter in these Bylaws sometimes referred to
as "additional officers") as its Board of Directors may deem necessary for its
business and may appoint from time to time. The Board of Directors may designate
one of the officers as the chief financial officer of the Corporation.
The Board of Directors at any meeting of the Board may fill a vacancy in
any office.
The officers of the Corporation shall be elected at the first Board of
Director's meeting held after the annual election of directors and they shall
serve until the next annual election of officers, subject to the right of the
Board of Directors to remove any officer at any time.
The Board of Directors, by resolution duly adopted at any meeting thereof
duly held, may authorize and direct that any office of the Corporation, except
the offices of President and Secretary, may be left unfilled for any such period
of time as the Board may fix in such resolution.
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5.2 Qualifications of Officers.
No officer of the Corporation need be a shareholder therein. No officer of
the Corporation, except the President, need be a director.
5.3 Powers and Duties of Officers.
The respective officers of the Corporation, subject, always, to control by
its Board of Directors, shall have such power and authority and perform such
duties in the management and conduct of its property, business and affairs, as
from time to time may be prescribed with respect to such officers, respectively,
by and under any Section of these Bylaws, by resolution of the Board of
Directors or by the President.
The Board of Directors may by appointment designate either the Chairman, if
an officer of the Corporation, or the President as the Chief Executive Officer
of the Corporation and either of said officers as the Chief Operating Officer of
the Corporation.
5.4 Powers and Duties of the Chief Executive Officer and the Chief
Operating Officer.
The Chief Executive Officer of the Corporation shall have general charge
and supervision of the business of the Corporation and shall see that all orders
and resolutions of the Board of Directors and of the Executive Committee are
carried out. The Chief Executive Officer shall designate the duties of all
officers of the Corporation, which designations shall be subject to review by
the Board of Directors; provided, however, that the specific duties assigned to
the Chief Executive Officer, the Chief Operating Officer and the Secretary shall
not be changed except by amendment to these Bylaws and/or by resolution of the
Board of Directors, as appropriate.
The Chief Operating Officer of the Corporation shall have general
supervisory authority and responsibility for the day to day operations of the
Corporation.
In the event of the death of either of the Chief Executive Officer or the
Chief Operating Officer or the permanent disability preventing such officer from
performing his duties, all officers normally reporting to such deceased or
disabled officer shall report to the Executive Committee. The Chairman of the
Board shall call a meeting of the Board to be held within 20 days of the date of
such death or disability for the purpose of electing a new Chief Executive
Officer or Chief Operating Officer, as the case may be.
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Either the Chief Executive Officer or the Chief Operating Officer may sign
in the name of the Corporation all instruments required to be signed by the
Corporation in the ordinary course of its business. Each such officer shall
perform such other duties as may be assigned to such officer by the Board of
Directors or by these Bylaws.
5.5 Compensation to Officers.
The Board of Directors shall have authority (a) to fix the compensation,
whether in the form of salary or otherwise, of all officers and employees of the
Corporation, either specifically or by formula applicable to particular classes
of officers or employees, and (b) to authorize officers of the Corporation to
fix the compensation of subordinate employees. The Board of Directors shall have
authority to appoint a Compensation Committee and may delegate to such committee
authority to review the compensation of all employees of the Corporation, and
its subsidiaries. The Compensation Committee may also be authorized to make
recommendations to the Board with respect to compensation of the corporate
officers.
ARTICLE VI
MISCELLANEOUS
6.1 Corporate Seal.
The corporate seal of the Corporation shall be a seal consisting of two
concentric circles, in the outer of which circles shall appear and be inscribed
the following words: "PENWEST, LTD. WASHINGTON", and in the inner of which
circles shall appear and be inscribed the following words and figures:
"CORPORATE SEAL 1995"; and such seal, as impressed on the margin thereof, shall
be the corporate seal of the Corporation; provided, however, that at any time,
and from time to time, such seal may be altered or a new corporate seal for the
Corporation may be authorized and adopted, at the pleasure of its Board of
Directors, by resolution duly adopted by such Board at any meeting thereof duly
held.
6.2 Fiscal Year.
The fiscal year of the Corporation shall begin on September 1 and end on
August 31 of each year.
6.3 Amendments.
These Bylaws may be amended, altered or repealed, in whole or in part, or
new Bylaws may be made for the Corporation from time to time by the affirmative
vote of the majority of its whole Board of Directors at any meeting of such
Board duly held,
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subject to the right and power of the shareholders of the Corporation to change
or repeal such Bylaws.
6.4 Severability.
In the event that any provision of these Bylaws is determined by a court to
require the Corporation to do or to fail to do an act which is in violation of
applicable law, such provision shall be limited or modified in its application
to the minimum extent necessary to avoid a violation of law, and, as so limited
or modified, such provision and the balance of these Bylaws shall remain in full
force and effect.
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