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EXHIBIT 3.3
As Amended January 26, 2000
BYLAWS
OF
DUCOMMUN INCORPORATED
ARTICLE I
Offices
Section 1. Registered Office. The Registered Office of Ducommun
Incorporated (hereinafter called the Corporation) in the State of Delaware shall
be at 32 Loockerman Square, Suite L-100, in the City of Dover 19901, County of
Kent, and the name of the Registered Agent in charge thereof shall be
Prentice-Hall Corporation System, Inc.
Section 2. Principal Office. The principal office for the transaction of
business of the Corporation shall be 111 West Ocean Boulevard, Suite 900, in the
City of Long Beach, County of Los Angeles, State of California. The Board of
Directors has full power and authority to change said principal office from one
location to another, whether within or outside said City, County or State, by
amendment of this Section 2.
Section 3. Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine as the
business of the Corporation may require.
ARTICLE II
Stockholders
Section 1. Annual Meetings. The Annual Meeting of Stockholders shall be
held at 9:00 o'clock a.m. Pacific Time on the first Wednesday of May each year,
if not a legal holiday, in which case the annual meeting shall be held on the
next business day following, or on such other date as shall be designated by the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other business as may be brought before the meeting. If such
annual meeting is not held, or the Directors are not elected thereat, Directors
may be elected at a special meeting held for that purpose, and it shall be the
duty of the Chairman of the Board of Directors, the President, any Executive
Vice President, any Senior Vice President, any Vice President or the Secretary,
upon the demand of any stockholder entitled to vote, to call such special
meeting.
Section 2. Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called at any time by the Board of Directors or by a
majority of the members of the Board of Directors.
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Section 3. Notice of Meetings. Except as otherwise required by law, notice
of meetings of stockholders, annual or special, shall be given to stockholders
entitled to vote thereat by the Secretary or an Assistant Secretary or other
person charged with that duty not less than ten (10) nor more than sixty (60)
days before the date of any such meeting. Such notice may be printed,
typewritten, or in handwriting, and may be given to any stockholder either
personally or by sending a copy of the notice through the mail, or by telegram,
charges prepaid, to his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice. Except as
otherwise expressly required by law, no publication of any notice of a meeting
of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called.
Section 4. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation in the State of California or at
such other place within or without the State of Delaware as the Board of
Directors may from time to time designate.
Section 5. Quorum. A quorum at any meeting of the stockholders shall
consist of stockholders holding a majority of the voting power of the shares of
this Corporation outstanding and entitled to vote thereat, represented either in
person or by proxy, except as otherwise specifically provided by law or in the
Certificate of Incorporation. In the absence of a quorum, any meeting of
stockholders may be adjourned from time to time by the vote of a majority of the
voting stock, the holders of which are either present in person or represented
by proxy thereat. The stockholders present at a meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 6. Adjournments. When a meeting is adjourned for thirty (30) days
or more, notice of the adjourned meeting shall be given as in the case of the
original meeting, but when a meeting is adjourned for less than thirty (30) days
it is not necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat other than by announcement
at the meeting at which the adjournment is taken. At any such adjourned meeting
at which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally noticed.
Section 7. Organization. The Chairman of the Board of Directors, or, in his
absence, the President, or in the absence of the Chairman of the Board of
Directors and the President, the Executive Vice President, a Senior Vice
President or a Vice President shall call meetings of stockholders to order, and
shall act as Chairman of such meetings. In the absence of the Chairman of the
Board of Directors, the President, the Executive Vice President, any Senior Vice
President and the Vice Presidents, the stockholders shall appoint a Chairman for
such meeting. The Secretary of the Corporation shall act as Secretary at all
meetings of the stockholders, but in the absence of the Secretary at any meeting
of the stockholders, the presiding officer may appoint any person to act as
Secretary of the meeting.
Section 8. Voting
(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:
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(i) on the date fixed pursuant to ARTICLE II, Section 11 of these
Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting, or
(ii) if no such record date shall have been so fixed, then (a) at
the close of business on the day next preceding the day on which
notice of the meeting shall be given, or (b) if notice of the meeting
shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation shall not be
entitled to vote. Persons holding in a fiduciary capacity stock of the
Corporation shall be entitled to vote such stock so held. A person whose stock
is pledged shall be entitled to vote such stock, unless in the transfer by the
pledger on the books of the Corporation he shall have expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or with respect to which two or more persons have the same fiduciary
relationship, shall be voted in accordance with the provisions of the General
Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the Secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the Secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, these
Bylaws or bylaw, shall be decided by the vote of majority in voting interest of
the stockholders present in person or by proxy and entitled to vote thereat and
thereon, a quorum being present . The vote at any meeting of the stockholders on
any question need not be by ballot, unless so directed by the Chairman of the
meeting. On a vote by ballot each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and it shall state the number
of shares voted.
Section 9. Inspectors of Election. In advance of any meeting of
stockholders, the Board of Directors may appoint inspectors of election to act
at such meeting or any adjournment thereof. If inspectors of election be not so
appointed, the Chairman of any such meeting may make such appointment at the
meeting. The number of inspectors shall be either one or three.
Section 10. Consent of Absentees. The transactions of any meeting of
stockholders, either annual or special, however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the stockholders entitled to vote, not present in person or
by proxy, signs a written waiver of notice. All such waivers shall be filed with
the corporate records or made a part of the minutes of the meeting. Attendance
of a person at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
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Section 11. Record Date and Closing Stock Books. The Board of Directors may
fix a record date for the determination of the stockholders entitled to notice
of and to vote at any meeting of stockholders, or for the determination of the
stockholders entitled to receive any dividend or distribution or any allotment
of rights, or to exercise rights in respect to any change, conversion or
exchange of shares. The record date so fixed shall not be more than sixty (60)
nor less than ten (10) days before the date of any such meeting, nor more than
sixty (60) days prior to any other action. When a record date is so fixed, only
stockholders who are such of record on that date are entitled to notice of and
to vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the record date.
The Board of Directors may close the books of the Corporation against transfers
of shares during the whole or any part of a period not more than sixty (60) days
prior to the date of a stockholders' meeting, the date when the right to any
dividend, distribution, or allotment of rights vests, or the effective date of
any change, conversion or exchange of shares. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 12. Conduct of Meetings. The Chairman of the Board of Directors
shall have complete authority to establish rules of conduct governing all
meetings of stockholders. These rules may include, but shall not be limited to,
rules related to attendance, questions from the audience and similar matters.
Notwithstanding the above, the nomination at any meeting of stockholders of any
person to serve as a Director shall not be valid unless (i) the nomination of
such person has been approved by resolution of the Board of Directors of the
Corporation, or (ii) notice of the nomination of such person has been delivered
to the Secretary of the Corporation not less than 120 days prior to the date of
the meeting of stockholders.
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(Sections 1(b) and (c) Amended 01/26/00)
ARTICLE III
Board of Directors
Section 1(a). Powers. The corporate powers, business and property of this
Corporation shall be exercised, conducted and controlled by a Board of
Directors. In addition to the powers and authorities expressly conferred upon it
by these Bylaws, the Board may exercise all such powers and do all such lawful
acts and things as are not by statute or by these Bylaws directed or required to
be exercised or done by the stockholders. Directors need not be stockholders.
Section 1(b). Minimum and Maximum Number. The authorized number of
Directors of this Corporation shall be not less than eight (8) nor more than ten
(10) until changed by an amendment of this Bylaw; the exact number of Directors
shall be fixed, within the limits specified in this Section 1(b), by a Bylaw or
amendment thereof to be numbered as Section 1(c).
Section 1(c). Exact Number of Directors. The exact number of Directors of
this Corporation is ten (10) until changed within the limits specified in
Section 1(b) of this ARTICLE III by a Bylaw duly adopted amending this Section
1(c).
Section 2. Vacancies. In case of a vacancy in the Directors through death,
resignation, disqualification, or other cause, the remaining Directors, though
less than a quorum, by affirmative vote of a majority thereof, or the sole
remaining Director, may elect a successor or successors to hold office for the
unexpired portion of the term of the Director whose place shall be vacant, and
until the election of his successor.
Section 3. Place of Meeting. The Directors may hold their meetings and have
an office and keep the books of the Corporation in such place or places within
or without the State of Delaware as the Board may from time to time determine.
Section 4(a). Regular Meetings. By resolution and notice thereof to all the
Directors at the time in office, the Board of Directors may provide that regular
meetings of said Board shall be held at stated intervals and at a place to be
fixed in such resolution. In case such regular meetings are provided for, it
shall not be necessary to give notice of any such meetings, or of the business
to be transacted. A meeting of the Board of Directors may be held without notice
immediately after the Annual Meeting of Stockholders.
Section 4(b). Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman or the Board of Directors, the President, any two
Vice Presidents, any two Directors, or by the sole remaining Director. Written
notice of the time and place of special meetings shall be delivered personally
to each Director or sent to each Director by mail or other form of written
communication, charges prepaid, addressed at his business address or his
residence address, as either may be shown upon the records of the Corporation,
or if not so shown, or not readily ascertainable, at the principal office of the
Corporation. In case such notice is delivered personally it shall be delivered
at least twenty-four hours prior to the time of the holding of the meeting. In
case such notice is sent by TWX, Telex, or Telegram, it shall be transmitted or
delivered to the telegraph company nearest to the principal office of the
Corporation at least
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twenty-four hours prior to the time of the holding of the meeting. In case such
notice is mailed, it shall be deposited in the United States mail at least sixty
hours prior to the time of the holding of the meeting. Except where otherwise
required by law or by these Bylaws, notice of the purpose of a special meeting
need not be given. Notice of any meeting of the Board of Directors shall not be
required to be given to any Director who shall have waived such notice and such
notice shall be deemed to have been waived by any Director who is present at
such meeting.
Section 5. Quorum. A majority of the authorized number of Directors shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time. 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 Certificate of Incorporation.
Section 6. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting if all members of
the Board shall individually or collectively consent in writing to such action
and such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same
force and effect as a unanimous vote of the Directors.
Section 7. Compensation of Directors. Unless otherwise provided by the
Certificate of Incorporation, the Board of Directors shall have authority to fix
the compensation of Directors. Directors may be paid a fixed sum for attendance
at each meeting of the Board of Directors and may be paid a stated compensation
for serving as Directors. Directors may also be paid their expenses, if any, for
attending each meeting of the Board of Directors. No payments to Directors shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 8. Presiding Officers. At all meetings of the Board of Directors,
the Chairman of the Board of Directors, or, in his absence, the President of the
Corporation, or in the absence of the Chairman of the Board of Directors and the
President, a Chairman chosen by the Directors present shall preside.
Section 9. Election of Officers. At the first meeting of the Board of
Directors each year (at which a quorum shall be present) held next after the
Annual Meeting of Stockholders, the Board of Directors shall proceed to the
election of the Officers of the Corporation.
Section 10. Committees of the Board of Directors. The Board of Directors
may by resolution appoint an Executive Committee and other committees. Such
Executive Committee and other committees shall be composed of two or more
members of this Board of Directors and shall have such powers as may be
expressly delegated to them by resolution of the Board of Directors, except that
no such committee shall have the power to amend the Certificate of
Incorporation, to adopt an agreement of merger or consolidation, to recommend to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, to recommend to the stockholders the
dissolution of the Corporation or a revocation of a dissolution, or to adopt,
amend or repeal Bylaws. The Executive Committee, if there shall be one, shall
have the right and authority to declare dividends. The Board of Directors shall
have the authority to fix the compensation of members of the committees for
attending committee meetings.
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Section 11. Advisory Directors. The Board of Directors may elect one or
more Advisory Directors who shall have such powers and perform such duties as
the Directors shall assign to them. Advisory Directors shall, upon election,
serve until the next Annual Meeting of Stockholders. Advisory Directors shall
receive notice of all meetings of the Board of Directors in the same manner and
at the same time as the Directors. They shall attend such meetings in an
advisory capacity, but shall not cast a vote or be counted to determine a
quorum. Any Advisory Director may be removed, either with or without cause, by a
majority of the Directors. The Advisory Directors shall not receive any stated
compensation for their services as Advisory Directors, but by resolution of the
Board of Directors a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein shall be construed to preclude any
Advisory Director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
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(New Section 9 Added 10/21/92)
ARTICLE IV
Officers
Section 1. Officers. The Officers of the Corporation shall be a President,
a Secretary and a Treasurer, who shall be elected by the Directors at their
first meeting after the Annual Meeting of Stockholders, and who shall hold
office until their successors are elected and qualify. The Board of Directors
may also elect at its discretion a Chairman of the Board, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other Officers as the business of the Corporation may require. The
Chairman of the Board, if there shall be such an officer, and the President must
be members of the Board of Directors. So far as is permitted by law any two or
more offices may be held by the same person.
Section 2(a). Chairman of the Board. The Chairman of the Board of
Directors, if there shall be such an officer, shall preside at meetings of the
stockholders and of the Board of Directors, and shall perform such other duties,
in major policy areas or otherwise, consistent with his office, as may be
assigned to him by the Board of Directors.
Section 2(b). Vice Chairman of the Board. The Vice Chairman of the Board of
Directors, if there shall be such an officer, shall, during any period when so
requested by the Chairman of the Board of Directors or during the absence of the
Chairman of the Board of Directors or his inability to act, have the powers and
perform the duties of the Chairman. The vice Chairman shall perform such other
duties consistent with his office as from time to time may be assigned to him by
the Board of Directors.
Section 3. President. The President shall be the chief executive officer of
the Corporation. Subject to the control of the Board of Directors, he shall have
general executive powers concerning, and active management and supervision over,
the property, business and affairs of the Corporation and its several officers.
He shall have the powers and shall perform the duties usually incident to the
office of President and, during any period when so requested by the Chairman of
the Board of Directors, or during the absence of the Chairman and the Vice
Chairman of the Board of Directors or the inability of both to act, shall also
have the powers and perform the duties of the Chairman of the Board of
Directors. The President shall perform such other duties consistent with his
office as from time to time may be assigned to him by the Board of Directors.
Section 4(a). Executive Vice President. The Executive Vice President(s), if
there shall be such an officer, shall, subject to such powers as shall be
assigned to him from time to time by the Board of Directors or by the President,
have such managerial responsibility and authority and shall exercise such
supervisory powers as shall be assigned to him from time to time by the Board of
Directors or by the President. He shall exercise the functions of the President
during the absence or disability of the President.
Section 4(b). Senior Vice President. The Senior Vice President(s) shall
exercise general supervision over and have executive control of such departments
of the Corporation's business and shall have such powers and discharge such
duties as may be assigned to him from time to time by
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the Board of Directors. The Senior Vice President, as designated by the Board of
Directors, shall exercise the functions of the President during the absence or
disability of the President and the Executive Vice President.
Section 4(c). Vice Presidents. The Vice Presidents shall exercise general
supervision over and have executive control of such departments of the
Corporation's business and shall have such powers and discharge such duties as
may be assigned to each of them from time to time by the Board of Directors. The
Vice Presidents in order of their rank, or if not ranked, as designated by the
Board of Directors, shall exercise the functions of the President during the
absence or disability of the President, the Executive Vice President and the
Senior Vice President.
Section 5. Secretary. The Secretary shall issue due notice to stockholders
and Directors in accordance with these Bylaws and as required by law, shall
record all the proceedings of the meetings of the stockholders and Directors in
a book to be kept for that purpose, shall have charge of the corporate seal,
shall keep or cause to be kept a share register of stockholders of the
Corporation, and shall make such reports and perform such other duties as are
incident to his office, or assigned to him by the Board of Directors.
Section 6. Assistant Secretary. The Assistant Secretaries shall, in the
absence or disability of the Secretary, perform the duties and exercise the
power of the Secretary.
Section 7. Treasurer. The Treasurer shall have the custody of all monies
and securities of the Corporation and shall keep regular books of account. He
shall disburse the funds of the Corporation in payment of the just demands
against the Corporation, or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.
Section 8. Assistant Treasurer. The Assistant Treasurer shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.
Section 9. General Counsel. The General Counsel shall provide legal advice
to the Corporation, render legal opinions as necessary in connection with the
business of the Corporation, exercise general supervision over the legal affairs
of the Corporation and perform such other duties as assigned to him by the Board
of Directors.
Section 10. Duties. Except as otherwise provided in this Section, the said
Officers shall have all the usual powers and shall perform all the usual duties
incident to their respective offices and shall, in addition, perform such other
duties as shall be assigned to them from time to time by the Board of Directors.
Section 11. Delegation of Duties. In the absence or disability of any
Officer of the Corporation, the Board of Directors may, subject to the
provisions of this Section, delegate his powers and duties to any other
Executive Officer, or to any Director, during such absence or disability, and
the person so delegated shall, for the time being, be the Officer whose powers
and duties he so assumes.
Section 12. Vacancies. A vacancy in any office existing at any time may be
filled by the Directors at any regular or special meeting.
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Section 13. Other Officers. The Board of Directors may appoint such other
Officers and agents as it shall deem necessary or expedient, 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 of Directors.
Section 14. Salaries. The salaries of all Officers of the Corporation shall
be approved by the Board of Directors.
Section 15. Bonds. The Board of Directors may require any and all Officers,
respectively, to give a bond for the faithful performance of their respective
duties in such sum as said Board of Directors may determine, such bond to be
executed by a reliable surety company, but the expense of obtaining the same
shall be borne by the Corporation.
Section 16. Representation of Shares of Other Corporations. The President
or any Vice President and the Secretary or any 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 herein
granted to said Officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may be exercised either by such Officers in person or by any person authorized
so to do by proxy or power of attorney duly executed by said Officers.
Section 17. Removal of Officers. Any Officer may be removed at any time by
the affirmative vote of a majority of the Board of Directors.
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(Section 5 of Article V deleted in its entirety 10/18/96)
ARTICLE V
Certificates of Stock
Section 1. Form and Execution of Certificate. The certificates of shares of
stock of the Corporation shall be in such form as shall be approved by the Board
of Directors. All certificates shall be signed by the President or a Vice
President, and by the Secretary or an Assistant Secretary or by the Treasurer or
an Assistant Treasurer; provided, however, that if any such certificate is
countersigned by a transfer agent other than the Corporation or its employee, or
by a registrar other than the Corporation or its employee, the signatures of
such President or Vice President and of such Secretary or Assistant Secretary or
Treasurer or Assistant Treasurer may be facsimiles.
Section 2. Certificates to be Entered. All certificates shall be
consecutively numbered and the names in which they are issued, the number of
shares and the date of issue shall be entered in the Corporation's books.
Section 3. Transfer of Shares. Shares shall be transferred only on the
books of the Corporation by the holder thereof, in person or by his attorney,
upon the surrender and cancellation of certificates for a like number of shares.
Section 4. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock, and
may appoint a transfer agent or transfer agents and a registrar or registrars of
transfers, and may require all stock certificates to bear the signature of any
such transfer agent and registrar of transfers.
ARTICLE VI
Seal
The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation in words and
figures showing that it was incorporated in the State of Delaware in the year
1970.
ARTICLE VII
Indemnification
Section 1. Indemnification of Directors and Officers. The Corporation
shall, to the fullest extent permitted by law, indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
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criminal, administrative or investigative (including without limitation any
action by or in the right of the Corporation) by reason of the fact that he is
or was a Director or Officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 conduct was unlawful. The termination of any
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 the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful. The right of
indemnity provided herein shall not be exclusive, and the Corporation may
provide indemnification to any person, by agreement or otherwise, on such terms
and conditions as the Board of Directors may approve. Any agreement for
indemnification of any Director, Officer, employee or other person may provide
indemnification rights which are broader or otherwise different from those set
forth herein.
Section 2. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, Officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this ARTICLE.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall commence on January 1, and end on
December 31 of each year.
ARTICLE IX
Amendments
These Bylaws may be adopted, amended or repealed by the vote of
stockholders as set forth in the Certificate of Incorporation. Subject to the
right of stockholders to adopt, amend or repeal Bylaws, Bylaws may be adopted,
amended or repealed by the Board of Directors.
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