Exhibit (3)(b)
NANTUCKET INDUSTRIES, INC.
BY-LAWS
(Amended as of 8/9/96)
ARTICLE I
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OFFICES
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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 as the business of the corporation may require.
ARTICLE II
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MEETINGS OF STOCKHOLDERS
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Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Boston, Commonwealth of Massachusetts, 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 stockholder for any other purpose may be held at
such time and place, within and without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1970, shall be held on the third Friday of June if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 11:00 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 a
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 fifty 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. The original stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such election.
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 chairman of the board and shall be called by
the chairman of the board or secretary at the request in writing of a majority
of the board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting 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 fifty 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.
Section 8. The holders of a majority of the entire capital 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, by the
certificate of incorporation, or by these by-laws. 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 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 for the election of any director is present at
any meeting, a plurality of the votes of the capital stock having voting power
properly cast for election to such office shall elect such office. When a quorum
for the consideration of a question is present at any meeting, a majority of the
votes of the capital stock having voting power properly cast upon the question
shall decide the question, except in any case where a larger vote is required by
statute, by the certificate of incorporation or by these by-laws.
Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period.
Section 11.
(i) Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any
corporate action, by any provision of the statutes, the meeting
and vote of stockholders may be dispensed with if all of the
stockholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to
such corporate action being taken; or
(ii) Whenever any corporate action which has been duly adopted by a
majority of the Continuing Directors (as the term is defined in
the certificate of incorporation) is required or permitted by
applicable law or the Company's charter documents to be
submitted to a vote of stockholders for approval at a meeting
thereof, then a meeting and vote of stockholders may be
dispensed with if stockholders holding the
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necessary number of shares to approve such action at such
meeting consent in writing to such corporate action being taken;
or
(iii) If the certificate of incorporation authorizes the action to be
taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the
action if a meeting were held, then on the written consent of
the stockholders having not less than such percentage of the
number of votes as may be authorized in the certificate of
incorporation, provided that in no case shall the written
consent be by the holders of stock having less than the minimum
percentage of the vote required by statute for the proposed
corporate action, and provided that prompt notice must be given
to those stockholders who have not consented in writing of the
taking of corporate action without a meeting and by less than
unanimous written consent.
ARTICLE III
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DIRECTORS
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Section 1. The number of Directors which shall constitute the whole
board shall not be less than three (3) no more than twelve (12). Within such
limits the total number of Directors for the ensuing year shall be fixed at each
annual meeting by the requisite vote of the stockholders; but if the number is
not so fixed, the number shall remain as it stood immediately prior to such
meeting. Initially upon adoption of this paragraph the total number of Directors
shall be eight (8). The requisite vote of the stockholders for fixing the number
of Directors shall be (a) a majority of the shares of stock issued and
outstanding if the stockholders are setting the number of Directors which was
previously proposed by the Board of Directors and (b) two-thirds (66 2/3%) of
the shares of stock issued and outstanding in all other cases.
The Directors shall be divided into three classes. Each Director
elected at the 1984 Special Meeting in Lieu of Annual Meeting of Stockholders
shall be assigned to a class as determined by the Board of Directors within
thirty days after the effective date of this amendment and shall serve for terms
expiring as follows: the terms of office of Directors of the first class shall
expire at the first Annual Meeting of Stockholders (or special meeting in lieu
thereof) after their election, that of the second class shall expire at the
second Annual Meeting of Stockholders (or special meeting in lieu thereof) after
their election, and that of the third class shall expire at the third Annual
Meeting of Stockholders (or special meeting in lieu thereof) after their
election, or thereafter when their respective successors in each case are
elected and have qualified. At each Annual Meeting of Stockholders (or special
meeting in lieu thereof) held subsequent to the 1984 Special Meeting in Lieu of
Annual Meeting, the Directors chosen to succeed those whose terms expire shall
be elected for a term expiring at the third succeeding Annual Meeting of
Stockholders (or special meeting in lieu thereof) or thereafter when their
respective successors in each case are elected and have qualified.
At any time during any year the total number of Directors may be
increased or reduced within the aforesaid limits (i) by vote of a majority of
the total number of directors; or (ii) by the stockholders at a meeting called
for that purpose, by vote of two-thirds (66 2/3%) of the shares of stock issued
and outstanding; provided, however, that, in the case of a reduction by the
Directors or the stockholders which involves the termination of the directorship
of an incumbent Director, such termination may only be for cause.
Each newly created directorship resulting from any increase in the
number of Directors may be filled in the manner provided herein for the filling
of a vacancy in the office of a Director.
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No Director need be a stockholder. Each Director shall hold office
until the expiration of his term of office and until his successor is elected
and qualified or until he sooner dies, resigns or is removed.
Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Secretary or to a meeting of the
Board of Directors, and such resignation shall take effect at the time stated
therein or, if no time be so stated, upon its delivery, and without the
necessity of its being accepted unless the resignation shall so state. The
stockholders may, at any meeting called for the purpose, by vote of two-thirds
(66 2/3%) of the shares of stock issued and outstanding and entitled to vote at
an election of Directors, remove from office any Director or Directors,
provided, however, that such removal may only be fore cause. The Board of
Directors may at any time, by vote of a majority of the Directors then in
office, remove from office any officer. The Board of Directors may at any time,
by vote of a majority of the Directors present and voting, terminate or modify
the authority of any agent. No Director or officer resigning or removed shall
have any right to any compensation as such Director or officer for any period
following his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by the month or by the year or otherwise,
except pursuant to the provisions of a written agreement with the Corporation
duly approved by the Board of Directors.
Section 2. If the office of any Director becomes vacant, by reason of
death, resignation, removal or disqualification, or if the authorized number of
Directors shall be increased, such vacancy or newly created directorship may
only be filled by the Board of Directors by vote of a majority of the Directors
then in office, though less than a quorum, except as provided below. If the
office of any officer thus becomes vacant, the Board of Directors may elect a
successor or successors by vote of a majority of the Directors then in office,
though less than a quorum. The Board of Directors shall have and may exercise
all its powers notwithstanding the existence of one or more vacancies in the
total number of Directors, provided there be at least three Directors in office,
subject to any requirements of law or of the Certificate of Incorporation or of
the By-Laws as the number of Directors required for a quorum or for any specific
vote, resolution or other action. Any vacancy in the Board of Directors which
causes the number of Directors in office to be less than three may be filled by
the Stockholders at a meeting called for such purpose.
In the case of a vacancy in the office of any Director be reason of
death, resignation, removal or disqualification, such vacancy may be filled for
the balance of the term of the Director formerly holding such position. In the
case of a vacancy by reason of an increase in the number of Directors or
otherwise, such vacancy may be filled for a term of three years commencing as of
the most recent meeting of stockholders at which any Director was elected,
provided, however, that the Board of Directors may specify that such nominee
serve only until the next Annual Meeting of Stockholders (or special meeting in
lieu thereof), at which time the vacancy shall be filled by vote of the
stockholders.
Any Director of the Company whose term of office expires at an annual
or special meeting and who is nominated for re-election by the Board of
Directors, whether such Director originally assumed office by vote of the
stockholders or by vote of the Board of directors, may be re-elected by
stockholders.
Reference in Sections 1 and 2 of this Article to the total number of
Directors means the total number fixed as herein provided, irrespective of the
number at the time in office.
The provisions of Sections 1 and 2 of this Article may not be amended
or repealed except upon the affirmative vote of two-thirds (66 2/3%) of the
shares of stock issued and outstanding.
Section 3. The business of the corporation shall be managed by its
board of directors
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which may exercise all such powers of the corporation and do all such lawful
acts and things as are not be statute or by the certificate of incorporation or
by these by-laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
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Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either written or without the State of Delaware.
Section 5. 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. A regular meeting of the board of directors may be held
without call or formal notice immediately after and at the same place as the
annual meeting of stockholders, or any adjournment thereof.
Section 6. Special meetings of the board may be called by the Chairman
of the Board on one day's notice to each director, either personally or by mail
or by telegraph; special meetings shall be called by the Chairman of the Board
or secretary in like manner and on like notice on the written request of two
directors.
Section 7. At all meetings of the board a majority of all of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by law, by the certificate of incorporation, or by these
by-laws. If a quorum shall not be present at any meeting of the board of
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by law, 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 of 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.
COMMITTEES OF DIRECTORS
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Section 9. 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 two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in said resolution, shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of, or the alternate member, if any,
designates as a replacement for such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent of
disqualified member. 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 10. 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
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Section 11. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
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NOTICES
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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 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 telegram.
Section 2. Whenever any 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.
ARTICLE V
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OFFICERS
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Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be the chairman of the board, a president, a secretary
and a treasurer and such other officers, if any, as the board of directors may
in its discretion elect or appoint, which may include one or more
vice-presidents, one or more assistant treasurers, a controller, and one or more
assistant controllers, and one or more assistant secretaries. The president need
not be a director. So far as is permitted by law, any number of offices may be
held by the same person.
Section 2. Officers shall be elected or appointed annually by the board
of directors at its first meeting following the annual meeting of stockholders.
Additional officers may be elected or appointed by the board of directors at any
time.
Section 3. The board of directors may appoint such agents as it shall
deem necessary who shall exercise such powers and perform such duties as shall
be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
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CHAIRMAN OF THE BOARD, PRESIDENT
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AND VICE PRESIDENTS
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Section 6. The Chairman of the Board shall be the chief executive
officer of the corporation and shall have general charge and supervision of the
business of the corporation and shall have such other duties and powers as shall
be designated from time to time by the board of directors. He shall preside at
all meetings of the stockholders and of the board of directors at which he is
present, except as otherwise voted by the board of directors.
Section 6A. The President shall have such duties and powers as shall be
designated from time to time by the board of directors and shall be responsible
to and shall report to the chairman of the board.
Section 7. In the absence of the chairman of the board, such officer as
shall be designated by the board of directors for that purpose shall preside at
all meetings of the stockholders and board of directors, except as otherwise
voted by the board of directors.
Section 8. Vice Presidents, if any, shall have such duties and powers
as shall be designated from time to time by the board of directors or by the
president, and in any case shall be responsible to and shall report to the
president.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and or the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president. The secretary shall be under the supervision of the president. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may given general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURER
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
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Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
CONTROLLER AND ASSISTANT CONTROLLERS
Section 15. If a controller is elected, he shall be the chief
accounting officer of the corporation and shall be in charge of its books of
account and accounting records and of its accounting procedures, and shall have
such other duties and powers as may be designated from time to time by the board
of directors or by the president. The controller shall be responsible to and
shall report to the board of directors but in ordinary conduct of the
corporation's business shall be under the supervision of the president.
Any assistant controllers shall have such duties and powers as shall be
designated from time to time by the board of directors or by the controller, and
shall be responsible to and shall report to the controller.
ARTICLE VI
AMENDMENTS
Section 1. Except as otherwise provided in these by-laws or in the
Certificate of Incorporation, these by-laws may be altered, amended or repealed
or new by-laws may be adopted by the stockholders or by the board of directors
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 is contained in
the notice of such special meeting.
ARTICLE VII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board of directors, or the 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 in the corporation.
Section 2. Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, any other signature on the 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 were
such officer, transfer agent or registrar at the date of issue.
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LOST CERTIFICATE
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore 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
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 accompanies by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. The Board of Directors shall not have power to close the
stock transfer books of the Corporation for any purpose. 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 nor 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 fax a new record
date for the adjournment 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 other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VIII
GENERAL PROVISIONS
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 provision of the certificate of incorporation.
Section 2. Before payment of any dividend, thee 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
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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 a manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notices of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution by the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
Section 7. In these by-laws, references to the certificate of
incorporation mean the provisions of the certificate of incorporation (as that
term is defined in the General Corporation Law of the State of Delaware) of the
corporation as from time to time in effect, and references to these by-laws or
to any requirement or provision of law mean these by-laws or such requirement or
provision of law as from time to time in effect.
ARTICLE IX
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. Each person who shall be or shall have been a director or
officer of the corporation, or who shall serve or shall have served at its
request as a director or officer of another corporation or as a trustee or
officer of an association or trust in which the corporation owns stock or shares
or of which the corporation is a creditor, shall be indemnified by the
corporation against all liabilities and expenses at any time imposed upon or
reasonably incurred by him in connection with, arising out of ore resulting from
any action, suit or proceeding in which he may be involved or with which he may
be threatened, by reason of his then serving or theretofore having served as
such director, trustee or officer, or by reason of any alleged act or omission
by him in any such capacity, whether or not he shall be serving as such
director, trustee or officer at the time any or all of such liabilities or
expenses shall be imposed upon or incurred by him. The matters covered by the
foregoing indemnify shall include any amounts paid by any such person in
compromise or settlement, if such compromise or settlement shall be approved as
in the best interests of the corporation by vote of a majority of disinterested
directors then in office, or by vote of a majority of the shares of stock held
by disinterested stockholders entitled to vote present or represented at a
meeting called for the purpose; but such matters shall not include liabilities
or expenses imposed or incurred in connection with any matters as to which
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such person shall be finally adjudged in such action, suit or proceeding to be
liable by reason of negligence or misconduct in the performance of his duty as
such director, trustee or officer. Each person who becomes a director, trustee
or officer as aforesaid shall be deemed to have accepted and to have continued
to serve in such office in reliance upon the indemnity herein provided. These
indemnity provisions shall be separable, and if any portion thereof shall be
finally adjudged to be invalid, such invalidity shall not affect any other
portion which can be given effect. These indemnity provisions shall not be
exclusive of any other right which any director, trustee or officer may have.
ARTICLE X
AMENDMENTS
Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the stockholders or by the board of directors 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.
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