EXHIBIT 3.3
BY-LAWS
OF
COMPUTER SCIENCES CORPORATION
DATED AND EFFECTIVE
JANUARY 31, 1993
BY-LAWS
of
COMPUTER SCIENCES CORPORATION
ARTICLE I
OFFICES
Section 1. principal Office. The principal office of the corporation in the
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State of Nevada shall be in the City of Reno, County of Wash. Section 2. Other
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Offices. The corporation may also have offices in such other places, both within
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and without the State of Nevada, 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. Place of Annual Meetinqs. Annual meetings of the stockholders
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shall be held at the office of the corporation in the City of El Segundo, State
of California or at such other place, within or without the State of California,
as shall be designated by the Board of Directors. Section 2. Date of Annual
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Meetinqs: Election of Directors. Annual meetings of the stockholders shall be
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held on the second Monday in August, if not a legal holiday, and if a legal
holiday, then on the next secular day following at 2:00 p.m., or at such other
time and date as the Board of Directors shall determine. At such annual meeting,
the stockholders of the corporation shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting.
Section 3. Special Meetinqs. Special meetings of the stockholders, for
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any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairman of the Board,
the Board of Directors, or by the president and shall be called by the president
or secretary at the request in writing of a majority of the Board of Directors
or at the request in writing of stockholders owninq a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such re shall state the purposes of the proposed meeting and shall be
directed to the Chairman of the Board, the president, the vice president, or the
secretary by anyone entitled to call a special meeting of stockholders.
Section 4. Notices of Meetinqs. Notices of Meetings of the
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stockholders shall be in writing and signed by the president, a vice president,
the secretary, an assistant secretary, or by such other person or persons as the
directors shall designate. Such notice shall state the purpose or purposes
for which the meeting is called and the time when, and the place where, it is to
be held.
A copy of such notice shall be either delivered personally or shall be mailed,
postage prepaid, to each stockholder o~ record entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before such meeting. If
mailed, it shall be directed to the stockholder at his address as it appears
upon the records of the corporation and upon such mailing of any such notice,
the service thereof shall be complete, and the time of the notice SHALL begin to
RUN FROM the date upon which such notice is deposited in the mail for
transmission to such stockholder. If no such address appears on the books of the
corporation and a stockholder has given no address for the purpose of notice,
then notice shall be deemed to have been given to such stockholder if it is
published at LEAST once in a newspaper of general circulation in the county in
which the principal executive office of the corporation is located. An affidavit
of the mailing or publication of any such notice shall be prima facie evidence
of the giving of such notice.
Personal delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. If any notice addressed
to the stockholder at the address of such stockholder appearing on the books of
the corporation is returned to the corporation by the United States Postal
Service marked to indicate that it is unable to deliver the notice to the
stockholder at such address, all future notices shall be deemed to have been
duly given to such stockholder, without further mailing, if the same shall be
available for the stockholder upon written demand of the stockholder at the
principal executive office of the corporation for a period o(Pounds) one year
from the date of the giving of the notice to all other stockholders.
Section 5. Quorum. The holders of a majority of the stock issued and
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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 the statutes of Nevada
or by the Articles of Incorporation. Regardless of whether or not a quorum is
present or represented at any annual or special meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present in
person or represented by proxy, provided that when any stockholders' meeting is
adjourned for more than forty-five (45) days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice o(Pounds) the adjourned
meeting shall be given to each stockholder o(Pounds) record entitled to vote at
the meeting. At such adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 6. Vote Required. When a quorum is present or represented at
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any meeting, the holders of a majority of the stock present in person or
represented by proxy and voting shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes of Nevada or of the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The stockholders PRESENT AT A DULY CALLED or held
MEETING AT WHICH A QUORUM IS PRESENT MAY CONTINUE to transact business UNTIL
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
Section 7. Cumulative Voting. Except as otherwise provided in the
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Articles of Incorporation, every stockholder of record of the corporation shall
be entitled at each meeting of the stockholders to one vote for each share of
stock standing in his name on the books of the corporation. At all elections of
directors of this corporation, each holder of shares of capital stock possessing
voting power shall be entitled to as many votes as shall equal the number of his
shares of stock multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute them among the
number to be voted for or any two or more of them, as he may
see fit. The stockholders of this corporation and any proxyholders for such
stockholders are entitled to exercise the right to cumulative voting at any
meeting held for the election of directors if: (a) not less than forty-eight
(48) hours before the time fixed for holding such meeting, if notice of the
meeting has been given at least ten (10) days prior to the date of the meeting,
and otherwise not less than twenty-four (24) hours before such time, a
stockholder of THIS CORPORATION HAS GIVEN notice IN WRITING to the president or
secretary of the corporation that he desires that the voting at such election of
directors shall be cumulative; and (b) at such meeting, prior to the
commencement of voting for the election of directors, an announcement of the
giving of such notice has been made by the chairman or the secretary of the
meeting or by or on behalf of the stockholder giving such notice. Notice to
stockholders of the requirements of the preceding sentence shall be contained in
the notice calling such meeting or in the proxy material accompanying such
notice.
Section 8. Conduct of Meetinqs. Subject to the requirements of the
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statutes of Nevada, and the express provisions of the Articles of Incorporation
and these ~y-Laws, all annual and special meetings of stockholders shall be
conducted in accordance with such rules and procedures as the Board of Directors
may determine and, as to matters not governed by such rules and procedures, as
the chairman of such meeting shall determine. The chairman of any annual or
special meeting of stockholders shall be designated by the Board of Directors
and, in the absence of any such designation, shall be the president of the
corporation.
Section 9. Proxies. At any meeting of the stockholders, any
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stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that such instrument in writing shall
designate two or MORE PERSONS TO ACT AS PROXIES, A majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid after the expiration of six (6) months
from the date of its execution, unless coupled with an interest, or unless the
person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed seven (7) years from the date
of its execution. Subject to the above, any proxy duly executed is not revoked
and continues in full force and effect until (i) an instrument revoking it or
duly executed proxy bearing a later date is filed with the secretary of the
corporation or, (ii) the person executing the proxy attends such meeting and
votes the shares subject to the proxy, or (iii) written notice of the death or
incapacity of the maker of such proxy is received by the corporation before the
vote pursuant thereto is counted.
Section 10. Action by Written Consent. Any action, except election
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o(Pounds) directors, which may be taken by a vote of the stockholders at a
meeting, may be taken without a meeting and without notice if authorized by the
written consent of stockholders holding at least three-fourths of the voting
power.
Section 11. Inspectors of Election. In advance of any meeting of
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stockholders, the Board of Directors may appoint inspectors of election to act
at such meeting and any adjournment thereof. If inspectors of election are not
so appointed, or if any persons so appointed fail to appear or refuse to act,
then, unless other persons are appointed by the Board of Directors prior to the
meeting, the chairman of any such meeting may, and on the request of any
stockholder or a stockholder proxy shall, appoint inspectors of election (or
persons to replace those who fail to appear or refuse to act) at the meeting.
The number of inspectors shall not exceed three.
The duties of such inspectors shall include: (a) determining the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; (b) receiving votes, ballots or consents; (c)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (d) counting and tabulating all votes or
consents and determining the result; and (e) taking such other action as may be
proper to conduct the election or vote with fairness to all stockholders. In the
determination of the validity and effect of proxies, the dates contained on the
forms of proxy shall presumptively determine the order of execution of the
proxies, regardless of the postmark dates on the envelopes in which they are
mailed. The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors o~ election, the
decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. Any report or certificate
made by the inspectors of election is prima facie evidence of the facts stated
therein.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The exact number of directors which
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shall constitute the whole Board shall be nine (9), all of whom shall be at
least 18 years of age. The authorized number of directors may from time to time
be increased to not more than fifteen (15) or decreased to not less than three
(3) by resolution of the directors of the corporation amending this section of
the by-laws. The directors shall be elected at the annual meeting of the
stockholders, but if for any reason the directors are not elected at the annual
meeting of the stockholders, they may be elected at any special meeting of the
stockholders which is called and held for that purpose. Except as provided in
Section 2 of this Article III, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies. Vacancies, including those caused by (i) the
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death, removal, or resignation of directors, (ii) the failure of stockholders to
elect directors at any annual meeting, and (iii) an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum. When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the acceptance of such
resignation shall not be necessary to make it effective. The Board shall have
power to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors. The Board of Directors may remove any director for cause. Any
director may be removed from office by the vote or written consent of
stockholders of the corporation representing not less than two-thirds (2/3) of
its issued and outstanding capital stock entitled to voting power. The
provisions in the preceding sentence notwithstanding, no director of this
corporation shall be removed FROM office under the provisions of this section
except upon the vote or written consent of stockholders owning sufficient shares
to have prevented his election to office in the first instance.
Section 3. Authority. The business of the corporation shall be managed
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and all corporate powers shall be exercised by or under the direction of the
Board ~f Directors. Section 4. Meetinqs. The Board of Directors of the
corporation may hold meetings, both regular and special, at such place, either
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within or without the State of Nevada, which has been designated by resolution
of the Board of Directors. In the absence of such designation, meetings shall be
held at the office of the corporation in the City of El Segundo, State of
California.
Section 5. First Meeting. The first meeting of the newly elected Board
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of Directors shall be held immediately following the annual meeting of the
stockholders and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute a meeting, provided a quorum shall
be present.
Section 6. Regular Meetinqs. Regular meetings of the board of
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Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.
Section 7. special Meetinqs. SPECIAL MEETINGS of the Board of
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Directors may be called by the Chairman of the Board, or the president and shall
be called by the president or secretary at the written request of two directors.
Notice of the time and place of special meetings shall be given within 30 days
to each director (a) personally or by telephone or telegraph, in each case at
least three (3) days prior to the holding of the meeting, or (b) by mail,
charges prepaid, addressed to him at his address as it is shown upon the records
of the corporation or, if it is not so shown on such records and is not readily
ascertainable, at the place at which the meetings of the directors are regularly
held, at least three (3) days prior to the holding of the meeting.
Notice by mail shall be deemed to have been given at the time a written notice
is deposited in the United States mails, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally delivered
to the recipient or is delivered to a common carrier for transmission, or
actually transmitted by the person giving the notice by electronic means, to the
recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient. Any notice,
waiver o(Pounds) notice or consent to HOLDING A MEETING SHALL STATE THE TIME,
DATE AND place of the meeting but need not specify the purpose of the meeting.
Section 8. Quorum. Presence in person of a majority of the Board of
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Directors, at a meeting duly assembled, shall be necessary to constitute a
quorum for the transaction of business and the act of a majority of the
directors present and voting at any meeting, at which a quorum is then present,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the statutes of Nevada or by the Articles of
Incorporation. A meeting at which a quorum is initially present shall not
continue to transact business in the absence of a quorum.
Section 9. Action by written Consent. Unless otherwise restricted by
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the Articles of Incorporation or by these by-laws, any action required or
permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if a written consent
thereto is signed by all members of the Board. Such written consent shall be
filed with the minutes of proceedings of the Board of Directors.
Section 10. telephonic Meetinqs. Unless otherwise restricted by the
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Articles of Incorporation or these by-laws, members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board or committee by means of a conference telephone network or
a similar communications method by which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to the
preceding sentence constitutes presence in person at such meeting.
Section 11. Adjournment. A majority of the directors present at any
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meeting, whether or not a quorum is present, may adjourn any directors' meeting
to another time, date and place. If any meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time, date and
place shall be given, prior to the time of the adjourned meeting, to the
directors who were not present at the time of adjournment. If any meeting is
adjourned for less than twenty-four (24) hours, notice o~ any adjournment shall
be given to absent directors, prior to the time o~ the adjourned meeting, unless
the time, date and place is fixed at the meeting adjourned.
Section 12. Committees. The Board of Directors may, by resolution
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passed by a majority of the whole Board, designate one or more committees
o(Pounds) the Board of Directors. Such committee or committees shall have such
name or names, shall have such duties and shall exercise such powers as may be
determined from time to time by the Board of Directors.
Section 13. Committee Minutes. The committees shall keep regular
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minutes of their proceedings and report the same to the Board of Directors.
Section 14. Compensation of Directors. The DIRECTORS SHALL RECEIVE
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SUCH COMPENSATION FOR THEIR services as directors, and such additional
compensation for their services as members of any committees of the Board of
Directors, as may be authorized by the Board of Directors.
Section 15. mandatory Retirement of Directors. Notwithstanding
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anything to the contrary in these by-laws, a director shall not serve beyond and
shall automatically retire at the close of the meeting of the Board of Directors
held during the first month after December, 1992 in which such director shall be
age 72 or older. If no meeting of the Board of Directors is held during such
month, the director shall automatically retire as of the last day of such month.
ARTICLE IV
OFFICERS
Section 1. principal Officers. The officers of the corporation shall
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be elected by the 8Oard of Directors and shall be a president, a secretary and a
treasurer. A resident agent for the corporation in the State of Nevada shall be
designated by the Board of Directors. Any person may hold two or more offices.
Section 2. Other Officers. The Board of Directors may also elect one
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or more vice presidents, assistant secretaries and assistant treasurers, and
such other officers and agents, as it shall deem necessary.
Section 3. Qualification and Removal. THE officers of the corporation
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mentioned in Section 1 of this Article IV shall hold office until THEIR
SUCCESSORS ARE elected and qualify. Any such officer and any other officer
elected by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors.
Section 4. Resignation. Any officer may resign at any time by giving written
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notice to the corporation, without prejudice, however, to the rights, if any, of
the corporation under any contract to which such officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. Powers and Duties. Execution of Contracts. Officers of this
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corporation shall have such powers and duties as may be determined by the Board
of Directors. Unless otherwise specified by the Board of Directors, the
president shall be the chief executive officer of the corporation. Contracts and
other instruments in the normal course of business may be executed on behalf of
the corporation by the president or any vice president of the corporation, or
any other person authorized by resolution of the Board of Directors.
ARTICLE V
STOCK AND STOCKHOLDERS
Section 1. Issuance. Every stockholder shall be issued a certificate
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representing the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the certificate shall contain a statement setting
forth the office or agency of the corporation from which stockholders may obtain
a copy of a statement or summary of the designations, preferences and relative
or other special rights of the various
classes of stock or series thereof and the qualifications, limitations or
restrictions of such rights. The corporation shall furnish to its stockholders,
upon request and without charge, a copy of such statement or summary.
Section 2. Facsimile Signatures. Whenever any certificate is
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countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of the officers of the
corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, before such certificates shall have been delivered by the
corporation, such certificates may nevertheless be issued as though the person
or persons who signed such certificates, had not ceased to be an officer of the
corporation.
Section 3. Lost Certificates. The Board of Directors may direct a new
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stock certificate to be issued in place of any certificate alleged to have been
lost or destroyed, and may require the making of an affidavit of that fact by
the person claiming the stock certificate to ~e lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent, require the owner of the lost or
destroyed certificate 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 or destroyed.
Section 4. Transfer of Stock. Upon surrender to the corporation or the
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transfer agent of the corporation of a certificate for shares duly endorsed for
transfer, it shall be the duty of the corporation to issue a new certificate,
cancel the old certificate and record the transaction upon its books.
Section 5. Record Date. The directors may fix a date not more than
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sixty (60) days prior to the holding of any meeting as the date as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting. If no record date is fixed by the Board of
Directors (a) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the sixtieth (60th) day
preceding the day on which the meeting is held; (b) the record date for
determining stockholders entitled to give consent to corporate action in writing
without a meeting, when no prior action by the Board has been taken, shall be
the day on which the first written consent is given; and (c) the record date for
determining stockholders for any other purpose shall be the day on which the
Board of Directors adopts the resolution relating thereto, or the
sixtieth (60th) day prior to the date of such action, whichever is later. 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 unless the
Board o~ Directors fixes a new record date for the adjourned meeting, but the
Board of Directors shall fix a new record date if the meeting is adjourned for
more than forty-five (45) days from the date set for the original meeting.
Section 6. Registered Stockholders. The corporation shall be entitled
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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 shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the statutes of Nevada.
Section 7. Dividends. In the event a dividend is declared, the stock transfer
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books will not be closed but a record date will be fixed by the Board of
Directors and only shareholders of record on that date shall be entitled to the
dividend.
ARTICLE VI
INDEMNIFICATION
Section 1. indemnity of Directors. Officers and Agents. The
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corporation shall indemnify any director or officer and may, as authorized by
the Board of Directors, indemnify any other employee or agent of the corporation
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, criminal,
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent o(Pounds) 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 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, 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 that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
Section 2. Derivative Actions. The corporation shall indemnify any
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director or officer and may, as authorized by the Board of Directors, indemnify
any other employee or agent of the corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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 expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, but no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication o(Pounds)
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 3. Successful Defense. To the extent that a director or
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officer and, as authorized by the Board of Directors, any other employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action or proceeding mentioned in this Article VI or in defense
of any claim issue or matter therein, he shall be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with such defense.
Section 4. Determination of Entitlement to Indemnity. Any
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indemnification under this Article VI, unless ordered by a court, shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in this Article VI. Such determination shall be made (a) by the
stockholders; (b) by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to such act, suit or proceeding;
(c) if such a quorum of disinterested directors so orders, by independent legal
counsel in a written opinion; or (d) if such a quorum of disinterested directors
cannot be obtained, by independent legal counsel in a written opinion.
Section 5. Advancement of expenses. Expenses incurred in defending a
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civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the corporation as
authorized in this section.
Section 6. Persons Entitled to Indemnity. The indemnification provided
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by this Article VI: (a) does not exclude any rights to which a person seeking
indemnification may be entitled under any statute of the State of Nevada,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office; and (b) shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 7. Purchase of Insurance. The corporation may purchase and
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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 VI.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Exercise of Rights. All rights incident to any and all shares of
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another corporation or corporations standing in the name of this corporation may
be exercised by such officer, agent or proxyholder as the Board of Directors may
designate. In the absence of such designation, such rights may be exercised by
the Chairman of the Board or the president of this corporation, or by any other
person authorized to do so by the Chairman of the Board or the president of this
corporation. Except as provided below, shares of this corporation owned by any
subsidiary of this corporation shall not be entitled to vote on any matter.
Shares of this corporation held by this corporation in a fiduciary capacity and
shares of this corporation held in a fiduciary capacity by any subsidiary of
this corporation, shall not be entitled to vote on any matter, except to the
extent that the settlor or beneficial owner possesses and exercises a right to
vote or to give this corporation or such subsidiary binding instructions as to
how to vote such shares.
Solely for purposes of Section 1 of this Article VII, a "subsidiary" of
this corporation shall mean a corporation, shares of which possessing more than
fifty percent (50%) of the power to vote for the election of directors at the
time determination of such voting power is made, are owned directly, or
indirectly through one or more subsidiaries, by this corporation.
Section 2. Interpretation. Unless the context of a Section of these by-laws
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otherwise requires, the terms used in these by-laws shall have the meanings
provided in, and these by-laws shall be construed in accordance with the Nevada
statutes relating to private corporations, as found in Chapter 78 of the Nevada
Revised Statutes or any subsequent statute.
ARTICLE VIII
AMENDMENTS
Section 1. Stockholder Amendments. by-laws may be adopted, amended or
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repealed by the affirmative vote or written consent of a majority of the
outstanding voting shares of this corporation, except as otherwise provided by
the statutes of Nevada, the Articles of Incorporation or elsewhere in these by-
laws.
Section 2. Amendments by Board of Directors Subject to the right of
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stockholders as provided in Section 1 of this Article VIII, By-laws may be
adopted, amended or repealed by the Board of Directors.