COMPANIES ACT OF BARBADOS
(Sections 33 and 203)
ARTICLES OF AMENDMENT
_____________________________________________________________
1. Name of Company 2. Company No.
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED 1485
______________________________________________________________
3. The articles of the above named company are amended as
follows:
Pursuant to Section 197(1)(m) of the Companies Act Cap.
308 the existing Section 3(1)(1)(c) of the Company's
Restated Articles of Incorporation be deleted and
replaced as set out in the annexed Schedule A.
______________________________________________________________
Date Signature Title
April 12, 1996 Peter R.P. Evelyn Director
COMPANIES ACT OF BARBADOS
SCHEDULE TO ARTICLES OF AMENDMENT
______________________________________________________________
Name of Company Company No.
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED 1485
______________________________________________________________
SCHEDULE A
Section 3(1)(1)(c) - Allocations to Subsidiary Capital
Accounts
(c) With respect to losses incurred, and any amount of
losses recovered through salvage, subrogation,
reimbursement or otherwise, one hundred percent
(100%) shall be allocated to the related Subsidiary
Capital Account. For the purposes of this Section
3(1)(1)(c), losses incurred includes both paid and
unpaid (reported and unreported) losses.
______________________________________________________________
Date Signature Title
April 12, 1996 Peter R.P. Evelyn Director
COMPANIES ACT OF BARBADOS
(Sections 33 and 203)
ARTICLES OF AMENDMENT
______________________________________________________________
1. Name of Company 2. Company No.
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED 1485
______________________________________________________________
3. The articles of the above named company are amended as
follows:
Pursuant to Section 197(1)(m) of the Companies Act Cap.
308 the existing Section 3(1)(2) of the Company's
Restated Articles of Incorporation be deleted and
replaced as set out in the annexed Schedule A.
______________________________________________________________
Date Signature Title
June 27, 1996 Peter R.P. Evelyn Director
COMPANIES ACT OF BARBADOS
SCHEDULE TO ARTICLES OF AMENDMENT
______________________________________________________________
Name of Company Company No.
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED 1485
______________________________________________________________
SCHEDULE A
Section 3(1)(2) - Allocations to Subsidiary Capital Accounts
(2) Any expenses or liabilities attributable to ordinary
day-to-day Company operations, excluding any United
States Federal income taxes, shall be allocated
among all Subsidiary Capital Accounts for the Shares
pro rata in accordance with the number of series
issued and outstanding at the end of the fiscal
quarter immediately preceding the fiscal quarter in
which the expense or liability is incurred,
provided, that for purposes of such allocation,
series of shares issued during the current calendar
year and series with respect to which unearned
premium is zero as of the date of such allocation,
shall be excluded.
______________________________________________________________
Date Signature Title
June 27, 1996 Peter R.P. Evelyn Director
COMPANIES ACT OF BARBADOS
APPENDIX A
(Section 205)
RESTATED ARTICLES OF INCORPORATION
FORM 13
1. Name of Company
Motors Mechanical Reinsurance Company, Limited
2. Company No.
1485
3. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE
COMPANY IS AUTHORIZED TO ISSUE
The annexed Schedule is incorporated in this form.
4. RESTRICTION IF ANY ON SHARE TRANSFERS
The annexed Schedule is incorporated in this form.
5. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS
There shall be a minimum of 5 and a maximum of 6
directors.
6. RESTRICTIONS IF ANY ON BUSINESS THE COMPANY MAY CARRY ON
The principal object and activity of the Company is to
engage in Exempt Insurance business within the meaning of
the Exempt Insurance Act, 1983 of Barbados and the
business of the Company shall be restricted accordingly.
7. OTHER PROVISIONS IF ANY
The annexed Schedule is incorporated in this form.
8. Date Signatures Title
[April 15, 1996] Peter Evelyn Director
FOR MINISTRY USE ONLY COMPANY NO. FILED
COMPANIES ACT OF BARBADOS SCHEDULE TO
ARTICLES OF INCORPORATION
3. The classes and any maximum number of shares that the
Company is authorized to issue:
The Company is authorized to issue:
(a) 2,000 shares of one class without nominal or par
value to be designated Common shares; and
(b) 100,000 shares of one class without nominal or par
value to be designated Participating shares which shall
be divided into 1,000 series and issued in series of 100
shares.
The rights, preferences and limitations of the said
classes of shares are as follows:
DEFINITIONS
In these Articles and any amendment thereto and in the
Company's By-Laws the following terms shall mean:
Board -- The Company's Board of Directors.
Company -- Motors Mechanical Reinsurance Company,
Limited.
Franchise -- A right conferred by a motor vehicle
manufacturer pursuant to a written agreement which
permits the grantee to sell the manufacturer's new motor
vehicles.
MIC -- Motors Insurance Corporation, a New York
corporation with its administrative offices in Detroit,
Michigan.
MIC Agency Account -- The separate business record
maintained by MIC or any of its subsidiaries to track
volume, experience, and commissions with respect to
insurance business related to any one or more particular
Franchises.
Restricted Earned Surplus -- At any point in time, that
portion of the earned surplus, if any, in the Subsidiary
Capital Account for the Common shares equal to one and
one-third percent (1-1/3%) of the premiums paid to the
Company during the immediately preceding five-year
period, net of deficits allocated to such account
pursuant to paragraph 3(1)(7)(a)(i) hereof during such
five-year period to the extent not restored to such
account pursuant to paragraph 3(1)(7)(c) hereof and net
of return premiums allocated to such account during such
period pursuant to paragraph 3(1)(1)(d) hereof.
Shares -- Shares of the Participating Stock of the
Company.
Stock Purchase Agreement -- The agreement entered into
between the Company and the purchaser of Shares, in the
form approved by the Board.
Subsidiary Capital Account -- The subsidiary bookkeeping
record established by the Company for a particular series
or class of shares and maintained for the purpose of
accounting for items of income and expense, gains and
losses, capital contributions, and shareholder
distributions which are allocated to the particular
series or class of shares.
(1) ALLOCATIONS TO SUBSIDIARY CAPITAL ACCOUNTS
The Company will establish a Subsidiary Capital Account
with respect to the Common shares as a class, and to each
series of Shares of the Company at the time a series is
issued.
The consideration received by the Company upon the
issuance of a particular series of Shares and the Common
shares as a class will be allocated to the Subsidiary
Capital Account for that series or class. Items of
income and expense, and losses, attributable to insurance
underwriting activities shall be determined as of the end
of each calendar quarter and shall be allocated to the
Subsidiary Capital Accounts as of the end of the fiscal
quarter of the Company in which the respective calendar
quarter ends. Investment experience, and other items of
income and expense, gains and losses and distributions
with respect to shares of the Company will be determined
and allocated to the Subsidiary Capital Accounts as of
the end of each fiscal quarter of the Company. All such
accounting determinations shall be made using United
States generally accepted accounting principles, unless
otherwise required by these Articles. For purposes of
such allocations, items shall be "related" to a
Subsidiary Capital Account which is identified with the
same MIC Agency Account to which such items can be
attributed.
(1) Items of income and expense, and losses, attributable to
insurance underwriting activities shall be allocated to
the Subsidiary Capital Accounts in accordance with the
following paragraphs:
(a) With respect to premiums ceded to the Company, one
hundred percent (100%) shall be allocated to the
related Subsidiary Capital Account; provided,
however, that an amount equal to one and one-third
percent (1-1/3%) of such premiums shall be
subtracted from such Subsidiary Capital Account and
allocated to the Subsidiary Capital Account of the
Common shares.
(b) With respect to any agents' or brokers' commissions,
any commissions recaptured, unearned premiums,
reinsurance premiums ceded by the Company, and any
United States excise tax, one hundred percent (100%)
shall be allocated to the related Subsidiary Capital
Account.
(c) With respect to losses incurred, and any amount of
losses recovered through salvage, subrogation,
reimbursement or otherwise, one hundred percent
(100%) shall be allocated to the related Subsidiary
Capital Account. For this purpose, losses incurred
includes both paid and unpaid (reported and
unreported) losses.
(d) With respect to return premiums, ninety-eight and
two-thirds percent (98-2/3%) shall be allocated to
the related Subsidiary Capital Account and one and
one-third percent (1-1/3%) shall be allocated to the
Subsidiary Capital Account for the Common shares.
(2) Any expenses or liabilities attributable to ordinary
day-to-day Company operations, excluding any United
States Federal income taxes, shall be allocated among all
Subsidiary Capital Accounts for the Shares pro rata in
accordance with the relative earned premiums allocated to
such accounts for the fiscal quarter in which the expense
or liability is incurred.
(3) Any United States Federal income tax liability (and any
interest thereon or any penalties related thereto)
incurred by the Company shall be allocated among the
Subsidiary Capital Accounts based upon the relative
contribution of each of those accounts to the taxable
income of the Company upon which the tax (and any
interest or penalties) is imposed.
(4) Any expenses or liabilities attributable to the
organization of the Company or to the offer, sale or
issuance of Shares, including but not limited to the
costs of compliance with regulations and requirements of
the United States Securities and Exchange Commission and
the various states and other jurisdictions of the United
States as they pertain thereto, shall be allocated to the
Subsidiary Capital Account for the Common shares.
(5) Any expenses or liabilities of the Company not allocable
in the manner described in paragraphs (2) through (4)
above shall be allocated among the Subsidiary Capital
Accounts on the basis of the relative balances of such
accounts as of the end of the fiscal quarter preceding
the date on which the expense or liability is incurred.
(6) (a) Investment income, net of any direct investment
expense, shall be allocated among the Subsidiary
Capital Accounts pro rata based upon the relative
Investment Asset Balance (as defined in subparagraph
(b) below) of each such account as of the last day
of the fiscal quarter preceding the quarter for
which the investment income is being allocated. For
these purposes, net investment income will include
realized (but not unrealized) gains and losses.
(b) The Investment Asset Balance of each Subsidiary
Capital Account shall be equal to the capital and
surplus allocated to such account, increased by:
(i) the unearned portions of the written premiums
that have been collected by the Company and
allocated to such account as of the last day of
the fiscal quarter preceding the quarter for
which the income is being allocated, net of any
applicable commissions and taxes;
(ii) the outstanding loss reserves attributable to
such account as of the last day of the fiscal
quarter preceding the quarter for which the
income is being allocated; and
(iii) any other outstanding liability that has been
charged to such account as of the last day of
the fiscal quarter preceding the quarter for
which the income is being allocated.
(7) (a) If, after the credits and charges described in
paragraphs (1) through (6) above are made to the
Subsidiary Capital Accounts there exists a deficit
in one or more of such accounts, then each such
deficit will be allocated to and charged against:
(i) first, the Subsidiary Capital Account for the
Common shares to the extent of Restricted
Earned Surplus;
(ii) then, any remaining unallocated deficit to the
Subsidiary Capital Accounts for the Shares, pro
rata, based upon the relative earned premiums
allocated to each such account for the fiscal
quarter for which the allocation is being made;
provided, however, that only accounts which
have positive balances will be taken into
account for the purposes of this allocation;
(iii) then, any remaining unallocated deficit to the
remaining Subsidiary Capital Accounts for the
Shares with positive balances as of the last
day of the fiscal quarter for which the
allocation is being made, pro rata, based upon
such balances; and
(iv) finally, to the extent necessary, the
Subsidiary Capital Account for the Common
shares.
(b) If, as a result of an allocation of a deficit as
described in subparagraph (ii) or (iii) of paragraph
(a) above, a deficit is created in one or more of
the Subsidiary Capital Accounts, then the resulting
deficit(s) will be further allocated in the manner
provided in that subparagraph.
(c) Although this paragraph (7) shall be applied in a
manner that does not result in a balance in any
Subsidiary Capital Account for a series of Shares
that is less than zero, if any such account had a
deficit that was allocated to and charged against
the Subsidiary Capital Account of the Common shares
pursuant to Section 3(1)(7)(a)(i) hereof, or to the
Subsidiary Capital Account for any series of Shares
pursuant to Section 3(1)(7)(a)(ii) or (iii) hereof
(after taking into account the provisions of Section
3(1)(7)(b)) after January 1, 1995, then at the end
of any succeeding fiscal quarter for which that
account otherwise would show an account balance
greater than zero, such balance will be reallocated
and credited:
(i) first to the Subsidiary Capital Account of the
Common shares until all reductions of such
Subsidiary Capital Account for the Common
shares under Section 3(1)(7)(a)(i) hereof with
respect to said series of Shares have been
restored, and
(ii) then, with respect to any deficits charged
against the Subsidiary Capital Account for any
series of Shares pursuant to Section
3(1)(7)(a)(ii) or (iii) for periods after
January 1, 1995, to the Subsidiary Capital
Accounts for the Shares, pro rata, based upon
the relative amounts, through the end of the
fiscal quarter for which the reallocation
hereunder is being made, of deficits that were
allocated to those accounts (whether under
Section 3(1)(7)(a)(ii) or (iii)) from the
Subsidiary Capital Account for the series of
Shares for which the reallocation hereunder is
being made and that have not previously been
restored, until all reductions of such
Subsidiary Capital Accounts after January 1,
1995 under Section 3(1)(7)(a) with respect to
said series of Shares have been restored.
(8) (a) Dividends, payments upon redemption or liquidation
(described below), and any other distributions with
respect to shares of the Company will be allocated
to the Subsidiary Capital Account for the class or
series with respect to which the dividend, payment
or distribution was made.
(b) Where all shares of a series of Shares are
repurchased by the Company pursuant to Section 4
below, or redeemed in accordance with the Company's
procedures for redemption set forth in Section 3(6)
below, the Subsidiary Capital Account for such
series shall be terminated as of the Repurchase Date
or Redemption Date (as those terms are defined in
Sections 4 and 3(6), respectively). Thereafter, all
income, expenses, gains and losses that would have
been allocated to the terminated account will be
allocated among the Subsidiary Capital Accounts of
the existing series of Shares pro rata based upon
relative earned premiums attributable to such
accounts for the calendar quarter in which the item
was earned or incurred; provided, however, that a
net deficit for any such period shall be allocated
in accordance with the provisions of Section
3(1)(7).
The allocations to the Subsidiary Capital Accounts described
above shall be approved by the Board, and when finally so
approved all calculations, allocations and determinations
shall be final and conclusive and shall be binding on all
holders of shares of the Company for all purposes, including
without limitation any redemption of shares of the Company
pursuant to the Company's procedures for redemption. The
Board is authorized to interpret and apply the provisions of
these Articles and to promulgate such additional rules and
guidelines as the Board deems appropriate to carry out the
intent of these Articles and such interpretations, rules and
guidelines shall be binding on all shareholders.
(2) PARTICIPATING SHARES
(a) If any Share shall be redeemed, repurchased or otherwise
retired, it shall return to the status of an authorized
but unissued share of such class.
(b) A series of Shares shall be issued with respect to a
specific MIC Agency Account. Only one series of Shares
shall be issued with respect to an MIC Agency Account. A
series of Shares shall be issued only to persons or
entities acceptable to the Board and certified by the
owner(s) of the Franchise(s) to which the MIC Agency
Account relates. Certification will be effected in
accordance with procedures adopted by the Board from time
to time. No share of any particular series of Shares
shall be issued unless all shares of such series are
issued.
(c) Each outstanding Share shall entitle the registered
holder of record of such Share to dividends in accordance
with the rules set forth in Section 3(5) of these
Articles.
(d) The holders of Shares shall among them have the right to
elect one director of the Company and shall otherwise
have only such voting rights as are specifically provided
herein. On all such matters each share shall entitle the
registered holder thereof to one vote.
(e) The rights associated with any Shares of a series shall
be identical to the rights associated with all other
Shares of the same series.
(3) COMMON SHARES
(a) Each outstanding Common share shall entitle the
registered holder of such shares to dividends in
accordance with the rules set forth in Section 3(5) of
these Articles.
(b) Each outstanding Common share shall entitle the
registered holder thereof to one vote per share on all
resolutions of the Company other than as specifically
provided herein.
(c) The holders of the Common shares shall be entitled to
elect five directors of the Company, one of whom must be
a resident citizen of Barbados.
(4) LIQUIDATION
The Company may be liquidated upon the vote of the holders of
at least seventy-five percent (75%) of the Shares. In the
event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company, after payment of
all liabilities of the Company, each holder of Shares of a
series shall be entitled to receive an amount equal to his
share (based on his proportionate ownership of such series) of
the Subsidiary Capital Account balance related to his series
of Shares before any distribution of the assets of the Company
shall be made to holders of the Common shares. After such
payment shall have been made in full to the holders of the
outstanding Shares, or funds necessary for such payment shall
have been set aside in trust for the account of the holders of
the outstanding Shares so as to be available therefor, the
holders of the outstanding Shares shall be entitled to no
further participation in the distribution of the assets of the
Company, and the remaining assets of the Company, if any,
shall be divided and distributed among the holders of the
Common shares then outstanding pro rata based on their
respective shares. A consolidation or merger of the Company,
or sale or transfer of all or substantially all its assets, or
any purchase or redemption of shares of the Company of any
class or series, shall not be regarded as a "liquidation,
dissolution, or winding up" within the meaning of this
paragraph.
(5) DIVIDENDS
(a) Subject to the following paragraphs, dividends may be
paid at the discretion of the Board.
(b) Dividends, payable in cash or such other property as the
Board may determine, on a series of Shares or on Common
shares, shall be declared and payable only if the Company
shall have, after giving effect to the dividend,
sufficient net assets, without regard to any Letter of
Credit or Guarantee, to meet the general business
solvency margin prescribed by the Exempt Insurance Act
and Section 51 of the Act; provided that dividends with
respect to any series of Shares may be paid only out of
earned surplus attributable to the Subsidiary Capital
Account identified with those Shares, and only to the
extent that, after giving effect to the dividend, the
capital and surplus identified with that Subsidiary
Capital Account (without regard to any Guarantee or
Letter of Credit) would meet its pro rata share, based on
allocable premium income, of the minimum net assets
required of the Company under the Exempt Insurance Act.
Subject to the right of the holders of Shares to receive
minimum dividends pursuant to the following paragraph, to
the extent a dividend is declared on the Shares, it shall
be declared and paid subject to the foregoing limitations
for each series of Shares as a percentage of the net
income for the preceding calendar year and/or earned
surplus as of the end of the preceding calendar year,
attributable to each series, provided that such
percentage may vary among series of Shares with the level
of net income and/or earned surplus. Dividends shall
only be declared and paid on Common shares to the extent
that the earned surplus attributable to Common shares
exceeds Restricted Earned Surplus.
(c) Subject to the preceding paragraph, the holders of the
Shares of each series shall be entitled to receive
minimum annual dividends, payable annually within the
first 120 days of each fiscal year, in cash or such other
property as the Board may determine. The minimum annual
dividend payable on each Share shall be such Share's pro
rata portion of an amount equal to twenty percent (20%)
of the net income, if any, for the preceding fiscal year
attributable to the Subsidiary Capital Account associated
with the series of which that Share is a part. If a
holder of Shares receives no dividend or a limited
dividend in any annual period as a result of the
limitations set forth in the preceding paragraph, any
unpaid portion of the minimum dividend otherwise payable
pursuant to this paragraph shall not become payable
pursuant to this paragraph in any subsequent year.
(d) In no event shall any dividend whatever be paid upon or
declared or set apart for the Common shares, unless and
until all minimum annual dividends required to be paid on
the then outstanding Shares for the then current period
shall have been paid or declared and set apart for
payment.
(6) REDEMPTION
The common shares are non-redeemable. Subject to compliance
with any applicable statute or act, the Company may redeem any
of its issued and outstanding Shares if all Shares of the
series involved are redeemed and the redemption of such Shares
is approved by a majority of the Board, provided that the
Director representing holders of the Shares votes in favor of
the redemption.
The redemption of Shares shall be effective on such future
date as determined by the Board, which shall be no later than
the last business day of the calendar year in which the
redemption was approved by the Board. Such date is herein
called the "Redemption Date."
The consideration payable to the holders of redeemed Shares
shall be the Subsidiary Capital Account balance for the series
of such Shares as of the Redemption Date, as adjusted by the
Board to reflect unrealized gains and losses on investments
held by the Company and any contingent liabilities allocable
to such account. Such consideration shall be paid within five
(5) months of the Redemption Date, provided that the holder(s)
of the redeemed Shares shall have delivered to the Company,
certificates representing the Shares being redeemed duly
endorsed and accompanied by such other documents as the
Company may require. Such consideration shall bear interest
from the Redemption Date until the earlier of the date of
payment or the date that is five (5) months from the
Redemption Date, at a rate equal to the rate of interest paid
on 26-week United States Treasury Bills for the issue
following the Redemption Date.
Upon redemption of the Shares as aforesaid, the holder(s)
thereof shall cease to have any further interest in the shares
being redeemed. Shares redeemed pursuant to this Section 3(6)
shall return to the status of authorized but unissued Shares.
4. Restrictions, if any, on share transfers:
(a) Subject to the exceptions listed below, Shares
(whether owned by the original or any subsequent
holder thereof) shall not be transferred in any
manner unless the holder(s) has received a bona fide
written offer to purchase such Shares, a copy of
which has been furnished to the Company, and the
Company is thereafter offered the opportunity to
purchase such Shares. The Company shall have sixty
(60) days during which to exercise the rights
conferred upon it by this paragraph. If the Company
accepts such offer, the price will be the lesser of
the balance of the Subsidiary Capital Account
related to such series of Shares as of the last day
of the fiscal quarter immediately preceding the date
on which the offer to purchase was accepted by the
Company (the "Repurchase Date") (or if less than all
such Shares are offered, then the pro rata portion
of such account attributable to the Shares offered),
or the bona fide offering price. Payment by the
Company may be deferred until the end of the fiscal
quarter in which the offer to purchase was accepted
by the Company. Shares purchased by the Company
pursuant to this paragraph shall return to the
status of authorized but unissued shares of such
class. If the Company does not elect to purchase
the Shares pursuant to this paragraph, they may be
sold in accordance with the bona fide written offer
referred to above within the following sixty (60)
days, subject to the requirements of the following
paragraphs. After such further sixty (60) days, any
attempted sale or transfer of the Shares shall be
subject to all the requirements of this paragraph.
(b) In addition to the requirements of the preceding
paragraph and except as provided in paragraph (d)
below, transfers of less than all Shares of a series
shall not be made unless the holder(s) has received
the written consent of the Company thereto. A
request for such consent must be made in writing and
set forth the name(s) and address(es) of the
intended transferee(s), the desired date of the
transfer, and the consideration to be paid. The
Company shall have sixty (60) days from receipt of
such request to grant or withhold its consent to the
intended transfer. If the Company fails to give its
written consent, any subsequent transfer shall be
void and of no effect.
(c) Shares may not be transferred unless and until the
Board has received such assurances of compliance
with all applicable laws and regulations as it may
deem necessary and the transferee has agreed to
abide by the requirements set forth in the Stock
Purchase Agreement entered into by the transferor.
Certificates representing shares of any class of the
Company's shares shall bear a legend substantially
to the effect of this Section 4 of these Articles.
(d) A sale, gift, assignment, pledge or other transfer
of Shares shall be exempt from the requirements of
paragraphs (a) and (b) of this Section 4 if the
Board determines that the transferee or assignee of
the shares is:
(i) a member of the transferring shareholder's immediate
family;
(ii) a trust for the benefit of the transferring
shareholder, or for the benefit of other exempted
transferees described in this paragraph;
(iii) if the transferor is a corporation, any shareholder
of the transferor;
(iv) if the transferor is a partnership, any of its
partners;
(v) a corporation which is controlled by or under common
control with the transferor;
(vi) the estate of a deceased shareholder or legatees and
heirs of such deceased shareholder;
(vii) a charitable or other qualifying organization
described in Section 170(c)(2) of the United States
Internal Revenue Code of 1986;
(viii) in the case of a transfer of less than all of the
Shares of a series, a person who immediately prior
to such transfer is a holder of Shares of that
series; or
(ix) a key employee with respect to a Franchise
previously designated in the Stock Purchase
Agreement entered into by the transferor.
7. Other provisions if any:
No holder of shares of the Company of any class, now or
hereafter authorized, shall have any preferential or
preemptive right to subscribe for, purchase or receive any
shares of the Company of any class, now or hereafter
authorized, or any options or warrants for such shares, or any
rights to subscribe for or purchase such shares, or any
securities convertible into or exchangeable for such shares,
which may at any time be issued, sold or offered for sale by
the Company.
Amendment of Articles and By-Laws:
The Company's Articles and By-Laws shall not be altered,
amended or repealed and no provision inconsistent therewith
shall be adopted, without the affirmative vote of the holders
of a majority of the Common shares and of the Shares present;
provided that the rights associated with any series of Shares
shall not be varied, unless the rights associated with all
other series are similarly changed, without the affirmative
vote of the holders of a majority of the Shares of each series
present.