EXHIBIT 3.2.23
AMENDED AND RESTATED BY-LAWS
SCI U.K. HOLDING, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the
year 1989, shall be held on the fourth Friday in October, or if a legal holiday,
then on the next such day following that day at 10:00 a.m. at which they shall
elect, by a plurality vote a board of directors, and transact such other
business as shall properly be brought before the meeting.
Section 3. Written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat not less than ten nor more than sixty
days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least 10 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
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produce and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount the entire capital
stock of the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than sixty days before the
date fixed for the meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of the majority 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. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time without 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 meeting as originally
notified.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy of each share of the
capital stock having power hold by such stockholder, but no proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or if the certificate of incorporation, such action
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent to the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery to the corporation's registered office shall
be by hand or by certified mail, return receipt requested. Every consent shall
bear the date of signature of each stockholder who signs the consent, and no
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation, written consents of sufficient number of stockholders to take
action are the corporation.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall not be less than one nor more than eleven. Within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
Section 3. The business of the corporation shall be manage, by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time and place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on five days' notice to each director, either personally or by mail or
by telegram. Special meetings shall be called by the president or secretary in
like manner on like notice on the written request of the directors.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be, present at any meeting of the board of directors the
directors present thereat may adjourn the
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meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. 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 any committee thereof may be taken without
a meeting, if a written Consent thereto 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 proceedings of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, such committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation affixed to all papers which may
require it. Such committee or committees shall have such name or names an may be
determined from time to time by resolution adopted by the board of directors.
Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director as is determined by the board of directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members or standing committees may be allowed
like compensation for attending committee meetings.
CHAIRMAN OF THE BOARD
Section 13. The board of directors at its first meeting shall choose
a Chairman from among the directors.
Section 14. The Chairman shall have such powers as the board of
directors may from time to time prescribe.
ARTICLE IV
INDEMNIFICATION
Section 1. Under the circumstances prescribed in Sections __ and 5
of this Article, the corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether formal or
informal, and whether civil, criminal, administrative or investigative,
including appeals,
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(other than an action by or in the right of the corporation) by reason of the
fact that the person is or-das a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses including attorneys fees, judgments, fines,
penalties ad amounts paid in settlement actually and reasonably incurred by the
person in connection with such claim, action, suit or proceeding if the person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any claim, action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that (a) the person
did not act in good faith, (b) the person did not act in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, (c) with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. Under the circumstances prescribed in Sections 3 and 5 of
this Article, the corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed claim, action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such claim, action,
suit or proceeding if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable in the performance of his or her duty to the corporation, unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any claim, action, suit or proceeding referred to in Sections 1 and 2 of this
Article, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees accrued and
reasonably incurred by him or her on connection therewith notwithstanding that
he has not been successful on any other issue or matter in any such claim,
action, suit or proceeding.
Section 4. The corporation shall indemnify and hold harmless any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees, actually and reasonably incurred by
such person in connection with the appearance of such person as a witness in any
claim, action, suit or proceeding, whether
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formal or informal and whether civil, criminal, administrative or investigative,
including appeals, as a result of such person having occupied such office or
position or undertaken such service when such person is not a party to such
action, suit or proceeding.
Section 5. Except as provided in Section 3 and except as may be
ordered by a court, any indemnification under Sections 1 and 2 of this Article
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article. Such a
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such claim,
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, if
obtainable, a quorum of disinterested directors so directs, by the firm of
independent legal counsel then employed by the corporation, in a written
opinion, or (c) by the affirmative vote of a majority of the shares entitled to
vote thereon.
Section 6. Expenses (including attorneys' fees) incurred in
defending a civil or criminal claim, action, suit or proceeding, shall be paid
by the corporation in advance of the final disposition of such claim, action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article.
Section 7. The indemnification and advancement of expenses provided
by or granted pursuant to this Article shall be a contract right, shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which those seeking indemnification or advancement of expenses may
be entitled under any statute, rule of law, provisions of any certificate of
incorporation, by-law, resolution, agreement or otherwise either specifically or
in general terms, both as to action by a director, officer, employee or agent in
his or her official capacity and as to action in another capacity while holding
such office or position, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The corporation shall not
effect any sale of substantially all of its assets, merge, consolidate or effect
other reorganizations unless the purchaser or surviving entity agrees to assume
all such obligations of the corporation.
Section 8. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article.
Section 9. For the purposes of this Article, the corporation shall
be deemed to have requested a director, officer, employee or agent of the
corporation to serve an employee benefit plan whenever the performance by such
person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or to participants in or
beneficiaries of
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the plan; "fines" shall be deemed to include excise taxes assessed on such
person with respect to an employee benefit plan pursuant to applicable law; and
action taken or omitted by such person with respect to an employee benefit plan
in the performance of his or her duties for a purpose reasonably believed by him
or her to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
the corporation. Any indemnification under this Article with regard to any
employee benefit plan shall apply notwithstanding any provisions of any employee
benefit plan. The corporation shall include any domestic or foreign predecessor
entity of the corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
Section 10. If for any reason, any provision of the Article is held
invalid, in whole or in part, such invalidity shall not affect any other
provision or part of this Article held so invalid, and each such other provision
or part shall to the full extent consistent with law continue in full force and
effect.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer. The
board of directors may also choose vice-presidents, and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer, none of whom need to be a member of the board.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and, when
prescribed by the board, at meetings of the board of directors, shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.
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Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESDENTS
Section 8. The vice-presidents, if any, in order determined by the
board of directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose when required. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, whose supervision the secretary shall be.
The secretary shall keep in safe custody the seal of the corporation and, when
authorized by the board of directors, affix the same to any instrument requiring
it and, when so affixed, it shall be attested by the secretary's signature or by
the signature of an assistant secretary.
Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration of
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
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Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The shares of the corporation shall be represented by
certificates, provided that the board of directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of its 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 or vice-chairman of the board of directors, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation representing the number of shares
registered in certificate form. Any or all the signatures on the certificate may
be a 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
were such officer, transfer agent or registrar at the date of issue.
LOST, STOLEN OR DESTROYED CERTIFICATES
Section 2. The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to be lost, stolen or destroyed, and the corporation may require the
owner of the lost, stolen or destroyed certificate, or his legal representative,
to give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated
share.
TRANSFERS OF STOCK
Section 3. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING OF RECORD DATE
Section 4. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders on
any adjournment thereof, 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 by the board of directors, and which record date shall
not be more than sixty
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nor less than ten days before the date of such meeting. If no record date is
fixed by the board of directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; providing, however, that the board of directors may
fix a new record date for the adjourned meeting.
Section 5. In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, 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
by the board of directors, and which date 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. If no record date has been fixed by the board or directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by this Article, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by this Article, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the board of directors adopts the
resolution taking such prior action.
Section 6. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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 shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.
REGISTERED STOCKHOLDERS
Section 7. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessment a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to and as permitted by law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
ANNUAL STATEMENT
Section 2. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. The by-laws may be altered or repealed only by action of
the stockholders or board of directors.
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BY-LAW AMENDMENT AS OF JUNE 19, 1987
1.1 The principal office of the corporation be established and
maintained in Huntsville, Alabama, or in such other locations
as the Directors shall from time to time determine.
2.1 Annual meeting. A meeting of shareholders of the corporation
shall be held annually, within four (4) months of the end of
each fiscal year of the corporation. The annual meeting shall
be held at such time and at such place as the Directors shall
determine from time to time and as shall be specified in the
notice of the meeting.
2.2 Special meetings. Special meetings of the shareholders may be
called at any time by the President or any holder or holders
of as much as twenty-five percent of the outstanding capital
stock of the corporation. Special meetings shall be held at
such time and at such place as shall be specified in the
notice of the meeting.
3.2 Number of Directors. The Board of Directors shall consist of
three (3) members. Directors shall be elected at each annual
meeting of the shareholders and shall serve for a term of one
year and until their successors are elected. A majority of
said Directors shall constitute a quorum for the transaction
of business. All resolutions adopted and all business
transacted by the Board of Directors shall require the
affirmative vote of a majority of the Directors present at the
meeting.
3.4 Meetings. The Directors shall meet annually without notice,
following the annual meeting of the shareholders. Special
meetings of the Directors may be called at any time by the
President or by any two Directors, on two days' written notice
to each Director, which notice shall specify the time and
place of the meeting. Notice of any such meeting may be waived
by an instrument in writing executed before or after the
meeting. Attendance in person at such meeting shall constitute
a waiver of notice thereof.