Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
NBTY, INC.
ARTICLE I - OFFICES
SECTION 1. REGISTERED OFFICE. - The registered office shall be
established and maintained at 2711 Centerville Road, Suite 400, Wilmington,
County of New Castle in the State of Delaware.
SECTION 2. OTHER OFFICES. - The corporation may have other offices,
either within or without the State of Delaware, at such place or places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for
the election of directors, and for such other business as may be stated in
the notice of the meeting, shall be held at such place, either within or
without the State of Delaware, and at such times and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice of
the meeting.
At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
brought before the annual meeting (a) by, or at the direction of, the
presiding officer of the annual meeting or (b) by any stockholder of the
corporation who complies with the notice procedures set forth in this
Section. For a proposal to be properly brought before an annual meeting by
a stockholder, the stockholder must have given timely notice thereof, in
writing to the Secretary of the corporation. To be timely, stockholder's
notice must be delivered to, or mailed by registered or certified mail,
return receipt requested, and received at, the principal executive offices
of the corporation not less than 60 days nor more than 90 days prior to the
scheduled annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that, if
less than 70 days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder, to be
timely, must be so delivered or received not later than the close of
business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made. A stockholder's notice to
the Secretary shall set forth, as to each matter the stockholder proposes
to bring before the annual meeting, (a) a brief description of the proposal
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address,
as they appear on the corporation's books, of the stockholder proposing
such business and any other stockholders known by such stockholder to be
supporting such proposal, (c) the class and number of shares of the
corporation's stock that are beneficially owned
by the stockholder on the date of such stockholder notice and by any other
stockholders known by such stockholder to be supporting such proposal on
the date of such stockholder notice, and (d) any financial interest of the
stockholder in such proposal.
The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether a stockholder proposal was made in
accordance with the terms of this Section. If the presiding officer
determines that a stockholder proposal was not made in accordance with the
terms of this Section, he or she shall so declare at the annual meeting and
any such proposal shall not be acted upon at the annual meeting.
No business shall be conducted at an annual meeting, except in
accordance with the procedures set forth in this Section. Nothing
contained in this Section shall preclude the corporation from excluding
from any proxy materials, to the extent permitted by the laws of the State
of Delaware, any stockholder proposal of a type described in Rule 14a-8(c)
under the Securities Exchange Act of 1934, as amended, or any successor or
similar provision.
SECTION 2. SPECIAL MEETINGS. - Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
law or by the Certificate of Incorporation, may be called at any time by a
majority of the entire Board of Directors, the Chairman of the Board of
Directors or the President of the corporation. Special meetings of the
stockholders of the corporation may not be called by any other person or
persons. Special meetings may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the
meeting. No business may be transacted at such meeting except that
referred to in the notice thereof.
SECTION 3. CONDUCT OF MEETINGS. - The Board of Directors may adopt
by resolution such rules and regulations for the conduct of meetings of
stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the presiding officer of any meeting of the stockholders shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such presiding
officer, are appropriate for the proper conduct of the meeting. Such
rules, regulations and procedures, whether adopted by the Board of
Directors or prescribed by the presiding officer of the meeting, may
include, without limitation, the following: (a) the establishment
of an agenda or order of business for the meeting; (b) rules and procedures
for maintaining order at the meeting and the safety of those present; (c)
limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as the presiding officer of the
meeting shall determine; (d) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (e) limitations on the time
allotted to questions and/or comments by participants. Unless and to the
extent determined by the Board of Directors or the presiding officer of the
meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
SECTION 4. VOTING. - Each stockholder entitled to vote in
accordance with the terms and provisions of the Certificate of
Incorporation and these By-Laws shall be entitled to one vote, in person or
by proxy, for each share of stock entitled to vote held by such
stockholder.
The vote for directors and upon any question before the meeting shall be by
ballot. All elections for directors shall be deiced by plurality vote; all
other questions shall be decided by majority affirmative vote, except as
otherwise provided by the Certificate of Incorporation or required by the
laws of the State of Delaware.
SECTION 5. PROXIES. - Any stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him, her
or it by proxy, but no such proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Without limiting the
manner in which a stockholder may authorize another person or persons to
act for him, her or it as proxy, the foregoing shall constitute a valid
means by which a stockholder may grant such authority; (a) a stockholder
may execute a writing authorizing another person or persons to act for him,
her or it as proxy; execution may be accomplished by the stockholder or
his, her or its authorized officer, director, employee or agent signing
such writing or causing his or her signature to be affixed to such writing
by any reasonable means, including, but not limited to, by facsimile
signature; and (b) a stockholder may authorize another person or persons to
act for him, her or it as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic
transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent
duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that such telegram, cablegram or other
means of electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder. It if is
determined that such telegrams, cablegrams or other electronic
transmissions are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information
upon which they relied. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by the above
may be submitted or used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission
could be used, provided that such copy, facsimile telecommunication or
other reproduction is a complete reproduction of the entire original
writing or transmission.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally.
SECTION 6. STOCKHOLDER LIST. - The officer who has charge of the
stock ledger of the corporation shall at least 10 days before each meeting
of the stockholders prepare a complete alphabetical addressed list of the
stockholders entitled to vote at the ensuing election, with the number of
shares held by each. Said 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 10 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 be
available for inspection at the meeting.
SECTION 7. QUORUM; ADJOURNMENT. - Except as otherwise required by
law, by the Certificate of Incorporation or by these By-Laws, the presence,
in person or by proxy, of stockholders holding a majority of the stock of
the corporation entitled to vote shall constitute a quorum at all meetings
of the stockholders. In case a quorum shall not be present at any meeting,
the presiding officer of the meeting or a majority in interest of the
stockholders entitled to vote thereat present in person or by proxy shall
have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of stock
entitled to vote shall be present. At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be represented, any
business may be transacted which might have been transacted at the meeting
as originally noticed; but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof. In addition, the Board of Directors may adjourn a
meeting of the stockholders if the Board of Directors determines that
adjournment is necessary or appropriate in order to enable the stockholders
(a) to consider fully information that the Board of Directors determine has
not been made sufficiently or timely available to stockholders or (b) to
otherwise effectively exercise their voting rights.
SECTION 8. NOTICE OF MEETINGS. - Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at
his, her or its address as it appears on the records of the corporation,
not less than 10 nor more than 60 days before the date of the meeting.
SECTION 9. ACTION WITHOUT MEETING. - Except as otherwise provided
by the Certificate of Incorporation, whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or the Certificate of
Incorporation or of these By-Laws, the meeting and vote of stockholders may
be dispensed with if all 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.
ARTICLE III - DIRECTORS
SECTION 1. NUMBER AND TERM. - The number of directors shall be at
least three and not more than eleven, unless otherwise set by a resolution
passed by a vote of Directors comprising seventy-five (75%) percent of the
Board of Directors. The Board of Directors of the Company shall be divided
into three classes of directors, in such manner as the Board of Directors
in its sole discretion may determine, each class to be elected in annual
sequences for terms of three years each after the implementation of the
classes (or until their successors are duly elected and qualified). Until
fully implemented, the term of the office of the first class shall expire
at the annual meeting next ensuing; of the second class one year
thereafter; of the third class two years thereafter; and at each annual
election held after such classification and election, directors shall be
chosen for a full term of three years. Vacancies which occur during the
year may be filled by a majority of the Board of Directors in accordance
with Section 6 of this Article III.
SECTION 2. NOMINATIONS. - Nominations of persons for election to
the Board of Directors may be made at an annual meeting of stockholders (a)
by or at the direction of the
Board of Directors by any nominating committee or person appointed by the
Board of Directors or (b) by any stockholder of the Corporation entitled to
vote for the election of directors at the annual meeting who complies with
the notice procedures set forth in this Section. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed, by registered or certified mail, return receipt requested, and
received at, the principal executive offices of the corporation not less
than 60 days nor more than 90 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of the annual
meeting to a later date; provided, however, that, if less than 70 days'
notice or prior public disclosure of the date of the scheduled annual
meeting is given or made, notice by the stockholder, to be timely, must be
so delivered or received not later than the close of business on the tenth
day following the earlier of the day on which such notice of the date of
the scheduled annual meeting was mailed or the day on which such public
disclosure was made. A stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of capital
stock of the corporation that are beneficially owned by the person and (iv)
any other information relating to the person that is required to be
disclosed in solicitations for proxies for the election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, or any successor or similar provision, and (b) as to the
stockholder giving notice, (i) the name and address, as they appear on the
corporation's books, of the stockholder, and (ii) the class and number of
shares of the corporation's stock that are beneficially owned by the
stockholder on the date of such stockholder notice. The corporation may
require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of
such proposed nominee to serve as a director of the corporation. No person
shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section.
The presiding officer of the annual meeting shall determine, in his
sole discretion, and declare at the annual meeting whether the nomination
was made in accordance with the terms of this Section. If the presiding
officer determines that a nomination was not made in accordance with the
terms of this Section, he or she shall so declare at the annual meeting and
any such defective nomination shall be disregarded.
SECTION 3. RESIGNATIONS. - Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no
time be specified, at the time of its receipt by the President or
Secretary. The acceptance of a resignation shall not be necessary to make
it effective.
SECTION 4. REMOVAL. - Any director or directors may be removed for
cause at any time by the affirmative vote of the holders of a majority of
all the shares of stock outstanding and entitled to vote, at a special
meeting of the stockholders called for the purpose.
SECTION 5. INCREASE OF NUMBER. - The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of seventy-
five (75%) percent of the entire Board of Directors.
SECTION 6. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. - Newly
created directorships resulting from any increase in the authorized number
of directors or any vacancies on the Board of Directors resulting from
death, resignation, retirement, disqualification or removal from office for
cause shall be filled only by the affirmative vote of seventy-five (75%)
percent of the directors then in office, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which
time the term of office of the class to which they have been elected
expires and until such director's successor shall have been duly elected
and qualified. If the office of any member of a committee becomes vacant,
the remaining directors in office, though less than a quorum, by the
affirmative vote of at least a majority of such directors, may appoint any
qualified person to fill such vacancy.
SECTION 7. COMPENSATION. - Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors any may be paid a fixed sum for attendance at each meeting of the
Board of Directors and/or a stated salary as director. No such payment
shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending
committee meetings.
SECTION 8. ACTION WITHOUT MEETING. - 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, prior to such
action, a written consent thereto is signed by all members of the Board of
Directors, or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board of Directors
or such committee.
ARTICLE IV -- OFFICERS
SECTION 1. OFFICERS -- The officers of the Corporation shall
consist of a Chief Executive Officer and a Secretary, to be appointed by
the Board of Directors. In addition, the Board of Directors, in its sole
discretion, may elect a Chairman, appoint a President, a Chief Financial
Officer, one or more Vice Presidents and such Treasurers, Assistant
Secretaries and/or other officers. None of the officers of the Corporation
need be directors. The officers shall be appointed at the first meeting of
the Board of Directors after each annual meeting of stockholders of the
Corporation and shall hold office until their respective successors are
appointed and qualified, or until their earlier death, resignation,
retirement, disqualification or removal. More than one office may be held
by the same person at the same time.
SECTION 2. OTHER OFFICERS AND AGENTS -- The Board of Directors may
appoint such officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such power and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN -- The Chairman of the Board of Directors, if
one be elected, shall preside at all meetings of the Board of Directors.
The Chairman shall have and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
SECTION 4. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer
shall have general supervision, direction and control of the business of
the Corporation and shall see that all orders and resolutions of the Board
of Directors are carried into effect. He shall preside at all meetings of
the stockholders if present thereat, and in the absence or non-election of
the Chairman of the Board of Directors, at all meetings of the Board of
Directors. Except as the Board of Directors shall authorize the execution
thereof in some other manner, the Chief Executive Officer shall execute
bonds, mortgages, and other contracts on behalf of the Corporation, and
shall cause the seal to be affixed to any instrument requiring it and when
so affixed the seal shall be attested by the signature of the Secretary, a
Treasurer or an Assistant Secretary, if so required.
SECTION 5. PRESIDENT -- The President shall have the general powers
and duties of supervision and management usually vested in the office of
President of a Corporation. In the absence of the Chief Executive Officer,
he shall preside at all meetings of the stockholders if present thereat.
He shall possess the same authority as the Chief Executive Officer to
execute bonds, mortgages, and other contracts on behalf of the Corporation,
and shall cause the seal to be affixed to any instrument requiring it and
when so affixed the seal shall be attested by the signature of the
Secretary, a Treasurer or an Assistant Secretary, if so required.
SECTION 6. CHIEF FINANCIAL OFFICER -- The Chief Financial Officer
shall have the custody of the corporate funds and securities and shall keep
full and accurate account of receipts and disbursements in books belonging
to the Corporation. He shall deposit all moneys and other valuables in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.
The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, the Chief
Executive Officer or the President, taking proper vouchers for such
disbursements. He shall render to the Chief Executive Officer, the
President and the Board of Directors at the regular meetings of the Board
of Directors, or whenever they may request it, an account of all his
transactions as Chief Financial Officer and of the financial condition of
the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond for the faithful discharge of his duties in such amount
and with such surety as the Board of Directors shall prescribe.
SECTION 7. VICE-PRESIDENT -- Each Vice-President shall have such
power and shall perform such duties as shall be assigned to him by the
Board of Directors.
SECTION 8. SECRETARY -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by
any person thereunto directed by the President, or by the Board of
Directors, or stockholders, upon whose requisition the meeting is called as
provided in these By-Laws. He shall record all the proceedings of the
meeting of the Corporation and of directors in a book to be kept for that
purpose. He shall keep in safe custody the seal of the Corporation, and
when authorized by the Board of Directors, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or
by the signature of any Assistant Secretary, if so required.
SECTION 9. TREASURERS, ASSISTANT TREASURERS & ASSISTANT SECRETARIES.-
Treasurers, Assistant Treasurers and Assistant Secretaries shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Board of Directors.
ARTICLE V - MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. - 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 or Vice-Chairman of the Board of
Directors, or the President or a Vice-President and the Treasurer or an
Assistant Treasurer, or the Secretary of the corporation, certifying the
number of shares owned by him, her or it 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 designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights shall be set forth in full
or summarized on the face or back of the certificate which the corporation
shall issue to represent such class of series of stock, provided that,
except as otherwise provided in Section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights. Where a certificate is countersigned (a) by a transfer agent
other than the corporation or its employee or (b) by a registrar other than
the corporation or its employee, the signature of such officers may be
facsimiles.
SECTION 2. LOST CERTIFICATES. - New certificates of stock may be
issued in the place of any certificate previously issued by the
corporation, alleged to have been lost or destroyed, and the directors may,
in their discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the corporation a bond,
in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against it on account of the alleged
loss of any such new certificate.
SECTION 3. TRANSFER OF SHARES. - The shares of stock of the
corporation shall be transferable only upon its books by the holders
thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be
surrendered to the corporation by the delivery thereof to the person in
charge of the stock and transfer books and ledgers, or to such other
persons as the directors may designate, by who they shall be
canceled, and new certificates shall thereupon be issued. A record shall
be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the
entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. - 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 60 days nor less than 10 days before the day of such
meeting, nor more than 60 days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 5. DIVIDENDS. - Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when they deem
expedient. Before declaring any dividends there may be set apart out of
any funds of the corporation available for dividends, such sum or sums as
directors from time to time in their discretion deem proper working
capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the directors shall deem conducive
to the interest of the corporation.
SECTION 6. SEAL. - The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall
be determined by resolution of the Board of Directors.
SECTION 8. CHECKS. - All checks, drafts, or other orders for the
payment of money, notes or other evidence of indebtedness issued in the
name of the corporation shall be signed by the officer or officers, agent
or agents of the corporation, and in such manner as shall be determined
from time to time by resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever, under
applicable law or the Certificate of Incorporation or these By-Laws, notice
is required to be given to any director or stockholder, such notice may be
given by person, in writing, or by mail, telegram, facsimile,
telecommunication or other electronic transmission, addressed to such
director or stockholder, at his, her or its address as it appears on the
records of the corporation. Notice shall be deemed to be given at the time
when the same shall be (a) personally delivered, (b) guaranteed to be
delivered, if transmitted timely to a third party company or governmental
entity providing delivery services in the ordinary course of business, (c)
deposited in the United States
mail, postage prepaid, or (d) when electronically telecommunicated, each as
the case may be. Notice to directors also may be given by telegram,
telephone or mailgram.
Whenever any notice is required to be given under applicable law or
the Certificate of Incorporation or 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. Stockholders not entitled to vote shall not be entitled to
receive notice of any meetings except as otherwise provided by statute.
SECTION 10. INVALID PROVISIONS. - If any part of these By-Laws
shall be held invalid or inoperative for any reason, the remaining parts,
so far as it is possible and reasonable, shall remain valid and operative.
ARTICLE VI - AMENDMENTS
These By-Laws may be altered and repealed and By-Laws may be made at
any annual meeting of the stockholders, or at any special meeting thereof
if notice thereof is contained in the notice of such special meeting, by
the affirmative vote of seventy-five (75%) percent of the stock issued and
outstanding or entitled to vote thereat. These By-Laws may be altered and
repealed and By-Laws may be made at any regular meeting of the Board of
Directors, or at any special meeting thereof of notice thereof is contained
in the notice of such special meeting, by the affirmative vote of seventy-
five (75%) percent of the entire Board of Directors.