EXHIBIT 3.16
AMENDED AND RESTATED BY-LAWS
OF
AMTECH WORLD CORPORATION
ARTICLE I
OFFICES
SECTION 1. The registered 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. All meetings of the stockholders for the election of directors
shall be held in the City of Beverly Hills, State of California, at such place
as may be fixed from time to time by the Board of Directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose 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 shall be held on the second
Thursday of the month of June, if not a legal holiday, and, if a legal holiday,
then on the next secular day following, at 10:00 a.m., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote the Board of Directors, and transact such other business as may properly be
brought before the meeting.
SECTION 3. Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting 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 ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced 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 two or more members of the
Board of Directors, or at the request in writing of stockholders owning a
majority of the entire common 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 stating the place, date,
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten, nor more than sixty, days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
SECTION 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.
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SECTION 8. The holder or holders of a 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. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
SECTION 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 a 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. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall, at every meeting of the stockholders, be entitled to one
vote in person or by proxy for each share of the common stock having voting
power held by such stockholder, but no proxy shall be voted after six months
from its date unless the proxy provides for a longer period.
SECTION 11. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent 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. Prompt notice of the taking
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of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. The number of directors shall be fixed from time to time by
resolution of the Board of Directors, but shall be not less than three nor more
than five. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his or her 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, or by a sole remaining
director, 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. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
SECTION 3. The business of the Corporation shall be managed by or under
the direction of 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.
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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 or 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 the 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 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 or
by any two directors on one day's notice to each director, special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors unless the Board consists of only one
director, in which case special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of the sole
director.
SECTION 8. At all meetings of the Board, a majority of 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, or in Section 2 of Article
Ill hereof. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time until a quorum shall be present.
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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 or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
SECTION 10. Unless otherwise restricted by the Certificate of
Incorporation or these by-laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
SECTION 11. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The Board may designate one
or more of the directors of the Corporation as members of any committee or
committees of the Board.
Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it, except as limited by Section 141(c) of the General
Corporation Law of Delaware. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.
SECTION 12. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
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COMPENSATION OF DIRECTORS
SECTION 13. The directors shall not receive any stated salary for their
services as directors or members of committees, but by resolution of the Board,
a fixed fee and expenses of attendance may be allowed for attendance at each
meeting. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
REMOVAL OF DIRECTORS
SECTION 14. Unless otherwise restricted by the Certificate of
Incorporation or by-laws, any director or the entire Board of Directors may be
removed, with or without cause, by the vote of the majority of the stockholders
at the annual or any special meeting of the stockholders or by action taken
pursuant to Section 11 of Article II hereof.
ARTICLE IV
NOTICES
SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telephone, facsimile, electronic
mail, telegram or telex message, or by courier.
SECTION 2. Whenever notice is required to be given under the provisions of
the statutes or of the Certificate of Incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE V
OFFICERS
SECTION 1. The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and one or more Vice Presidents (one or more of whom may
be designated Executive or Senior Vice President), one or more Assistant
Secretaries, and one or more Assistant Treasurers. Except as may otherwise be
provided in the resolution of the Board of Directors choosing him or her, no
officer need be a director. Except as may be limited by law, any number of
offices may be held by the same person.
Unless otherwise provided for in the resolution choosing him or her, each
officer shall be chosen for a term that shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his or her successor shall have been chosen and qualified.
All officers of the Corporation shall have such authority and perform such
duties as shall be prescribed in the resolutions of the Board of Directors
designating and choosing such officers (except to the extent such resolutions
may be inconsistent with the by-laws), and shall have such additional authority
and duties as are incident to their office and as may be specified in
delegations of authority derived from the Board of Directors. Any officer may be
removed, with or without cause, by the Board of Directors. Any vacancy in any
office may be filled by the Board of Directors.
SECTION 2. The Board of Directors may appoint such other officers and
agents as it may deem advisable 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.
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ARTICLE VI
INDEMNIFICATION; ADVANCE OF EXPENSES
RIGHT TO INDEMNIFICATION
SECTION 1. A. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding")
by reason of the fact that he or she or a person of whom he or she is the legal
representative 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 or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that except as provided in Section 2.B. of this Article VI, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors.
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SECTION 1. B. Each person referred to in Section 1.A. of this Article VI
shall be paid by the Corporation the expenses incurred in connection with any
proceeding in advance of its final disposition, such advances to be paid by the
Corporation within 20 days after the receipt by the Corporation of a statement
or statements from the claimant requesting such advance or advances from time to
time; provided, however, that if the General Corporation Law of the State of
Delaware requires, the advancement of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan)
prior to the final disposition of a proceeding, shall be made only upon delivery
to the Corporation of an undertaking by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Article VI or otherwise.
SECTION 1. C. The right to indemnification conferred in this Article VI
and the right to be paid by the Corporation the expenses incurred in connection
with any such proceeding in advance of its final disposition conferred in this
Article VI each shall be a contract right.
PROCEDURE TO OBTAIN INDEMNIFICATION
SECTION 2. A. To obtain indemnification under this Article VI, a claimant
shall submit to the Corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 2.A., a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined) or (2) if no request is made by
the claimant for a determination by Independent Counsel, (a) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined) or (b) if a quorum of the Board of Directors consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant, or (c) if a quorum of Disinterested Directors so directs, by the
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stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors.
If it is so determined that the claimant is entitled to indemnification, payment
to the claimant shall be made within 10 days after such determination.
SECTION 2. B. If a claim under Section 1 of this Article VI is not paid in
full by the Corporation within 30 days after a written claim pursuant to Section
2.A. of this Article VI has been received by the Corporation or, in the case of
a claim pursuant to Section 1.B., within the 20-day period provided therein, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
of the claims, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, Independent Counsel, or stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board of Directors,
Independent Counsel, or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
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SECTION 2. C. If a determination shall have been made pursuant to Section
2.A. of this Article VI that the claimant is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to Section 2.B. of this Article VI.
SECTION 2. D. The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to Section 2.B. of this Article VI that
the procedures and presumptions of this Article VI are not valid, binding, and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this Article VI.
NO DIMINUTION OF RIGHTS
SECTION 3. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article VI shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Disinterested
Directors, or otherwise. No repeal or modification of this Article VI shall in
any way diminish or adversely affect the rights of any director, officer,
employee, or agent of the Corporation hereunder in respect of any occurrence of
matter arising prior to any such repeal or modification.
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INSURANCE
SECTION 4. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or any person 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 expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability, or loss under the General Corporation Law of the State of Delaware.
To the extent that the Corporation maintains any policy or policies providing
such insurance, each such director or officer, and each such agent or employee
to which rights to indemnification have been granted as provided in Section 5 of
this Article VI, shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage thereunder for any such
director, officer, employee, or agent.
DISCRETIONARY INDEMNIFICATION
SECTION 5. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification, and rights to be
paid by the Corporation and the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
ENFORCEABILITY
SECTION 6. If any provision or provisions of this Article VI shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the
validity, legality, and enforceability of the remaining provisions of this
Article VI (including, without limitation, each portion of any section of this
Article VI containing any such provision held to be invalid, illegal, or
unenforceable, that is not itself held to be invalid, illegal, or unenforceable)
shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Article VI (including, without
limitation, each such portion of any section of this Article VI containing any
such provision held to be invalid, illegal, or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal, or unenforceable.
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CERTAIN DEFINITIONS
SECTION 7. For purposes of this Article VI:
(a) "Disinterested Director" means a director of the Corporation who is
not and was not a party to the matter in respect of which indemnification is
sought by the claimant.
(b) "Independent Counsel" means a law firm that is nationally recognized
for its experience in matters of Delaware corporation law and shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the
Corporation or the claimant in an action to determine the claimant's rights
under this Article VI.
NOTICES
SECTION 8. Any notice, request, or other communication required or
permitted to be given to the Corporation under this Article VI shall be in
writing and either delivered in person or sent by telecopy, telex, telegram,
electronic mail, overnight mail or courier service, or certified or registered
mail, postage prepaid, return receipt requested, to the Secretary of the
Corporation.
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ARTICLE VII
CERTIFICATES FOR SHARES
SECTION 1. Every holder of stock in the Corporation shall be entitled to
have a certificate or certificates signed by, or in the name of the Corporation
by, the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him or her in the Corporation.
SECTION 2. Any of or all the signatures on a 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.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofor
issued by the Corporation alleged to have been lost, stolen, or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his or her legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
TRANSFER OF STOCK
SECTION 4. 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, assignation 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.
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FIXING RECORD DATE
SECTION 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date
which shall not be more than sixty, or less than ten, days before the date of
such meeting, nor more than sixty days prior to any other action. 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; provided
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
SECTION 6. 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
assessments 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 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 VIII
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 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.
SECTION 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
EXECUTION AND SIGNING OF DOCUMENTS
SECTION 3. Except as otherwise provided by the Board of Directors, deeds,
contracts, leases, agreements, and other documents shall be signed by the
President, or any Vice President and, when a seal is required, sealed with the
Corporation's seal and attested by the Secretary, or any Assistant Secretary, or
the Treasurer, or any Assistant Treasurer.
SECTION 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other persons as the Board
of Directors may from time to time authorize or designate.
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SECTION 5. In any case where the signatures of two officers are required
on any document or other instrument executed on behalf of the Corporation, such
signatures must be those of two different persons.
FISCAL YEAR
SECTION 6. The fiscal year of the Corporation shall end on December 31 of
each year.
SEAL
SECTION 7. 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 IX
AMENDMENTS
SECTION 1. These by-laws may be altered, amended, or repealed, or new
bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal, or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend, or repeal by-laws is conferred upon the Board of Directors by the
Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend, or repeal by-laws.
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