EXHIBIT 3.2
BY-LAWS
ARTICLE I - Stockholders
l. Place of Meetings. All meetings of stockholders shall be held
within Massachusetts unless the Articles of Organization permit the holding
of stockholder meetings outside Massachusetts, in which event such meetings
may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless
a different place is fixed by the Directors or the President and stated in
the notice of the meeting.
2. Annual Meeting. The annual meeting of stockholders shall be held
on the second Wednesday in April in each year (or if that be a legal holiday
in the place where the meeting is to be held, on the next succeeding full
business day) at 10:00 o'clock A.M., unless a different hour is fixed by the
Directors or the President and stated in the notice of the meeting. The
purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or by these By-Laws, may
be specified by the Directors or the President. If no annual meeting is
held in accordance with the foregoing provisions, a special meeting may be
held in lieu thereof and any action taken at such meeting shall have the
same effect as if taken at the annual meeting.
3. Special Meetings. Special meetings of stockholders may be called
by the President or by the Directors, or upon the written application of one
or more stockholders who hold at least ten percent (10%) of the capital
stock entitled to vote thereat, by the Clerk, or in the case of the death,
absence, incapacity or refusal of the Clerk, by any other officer.
4. Notice of Meetings. A written notice of every meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk or other person
calling the meeting at least seven days before the meeting to each
stockholder entitled to vote thereat and to each stockholder who, by law, by
the Articles of Organization or by these By-Laws, is entitled to such
notice, by leaving such notice with him or at his residence or usual place
of business, or by mailing it postage prepaid and addressed to him at his
address as it appears upon the books of the corporation. Whenever any
notice is required to be given to a stockholder by law, by the Articles of
Organization or by these By-Laws, no such notice need be given if a written
waiver of notice, executed before or after the meeting by the stockholder or
his attorney thereunto duly authorized, is filed with the records of the
meeting.
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5. Quorum. Unless the Articles of Organization or the provisions of
law otherwise require, a majority in interest of all stock issued,
outstanding and entitled to vote on any matter shall constitute a quorum
with respect to that matter, except that if two or more classes of stock are
outstanding and entitled to vote as separate classes, then in the case of
each such class a quorum shall consist of a majority in interest of the
stock of that class issued, outstanding and entitled to vote.
6. Adjournments. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be
held under these By-Laws by the stockholders present or represented at the
meeting, although less than a quorum, or by any officer entitled to preside
or to act as clerk of such meeting. It shall not be necessary to notify any
stockholder of any adjournment. Any business which could have been
transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment thereof.
7. Voting and Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held by him of record according to the
records of the corporation and a proportionate vote for a fractional share
so held by him, unless otherwise provided by the Articles of Organization.
Stockholders may vote either in person or by written proxy dated not more
than six months before the meeting named therein. Proxies shall be filed
with the Clerk of the meeting, or of any adjournment thereof, before being
voted. Except as otherwise limited therein, proxies shall entitle the
persons named therein to vote at any adjournment of such meeting, but shall
not be valid after final adjournment of such meeting. A proxy with respect
to stock held in the name of two or more persons shall be valid if executed
by one of them, unless at or prior to exercise of the proxy the corporation
receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a stockholder shall be
deemed valid unless challenged at or prior to its exercise.
8. Action at Meeting. When a quorum is present, the holders of a
majority of the stock present or represented and voting on a matter (or if
entitled to vote as separate classes, then in the case of each class, the
holders of a majority of the stock of that class present or represented and
voting on a matter), shall decide any matter to be voted on by the
stockholders except where a larger vote is required by law, by the Articles
of Organization or by these By-Laws. Any election by stockholders shall be
determined by a plurality of the votes cast by the stockholders entitled to
vote at the election. No ballot shall be required for such election unless
requested by a stockholder present or represented at the meeting and
entitled to vote in the election.
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ARTICLE II - Directors
l. Powers. The business of the corporation shall be managed by a
Board of Directors which may exercise all the powers of the corporation
except as otherwise provided by law, by the Articles of Organization or by
these By-Laws. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, may exercise the powers of the full Board
until the vacancy is filled.
2. Election and Eligibility. A Board of Directors of such number as
shall be fixed by the stockholders shall be elected by the stockholders at
the annual meeting. Unless waived by the affirmative vote of at least two-
thirds of the stockholders or two-thirds of the Directors then in office, no
person shall be eligible to be a director of the corporation unless such
person: (1) is not, and has not been for a period of at least six (6) months
prior to the date of his election, an officer or director of any bank (other
than a subsidiary of the corporation), any bank holding company (as defined
in Section 2 of the Bank Holding Company Act of 1956, as amended) or any
company in competition with the corporation or any subsidiary thereof; and
(2) has been a United States citizen for at least six (6) months.
3. Vacancies. (a) Any vacancy in the Board of Directors (other than
a vacancy caused by the death, resignation, or removal of a Director elected
by holders of preferred stock of the corporation, if any) including a
vacancy resulting from the enlargement of the Board, unless and until filled
by the stockholders, may be filled by a majority of the Directors present at
any meeting of the Directors at which a quorum is present.
(b) Should a Director resign, be removed from office or die, and
should the remaining Directors fail to fill the vacancy within forty-five
(45) days of the effective date of the resignation or removal, or within
forty-five (45) days of the death of the Director, then the total number of
Directors shall automatically be decreased by the number of unfilled
vacancies.
4. Enlargement of the Board. The number of the Board of Directors
may be increased and one or more additional Directors elected at any annual
or special meeting of the stockholders or by vote of a majority of the
Directors then in office. The Board of Directors may not be enlarged by the
addition of more than two Directors in any year, exclusive of increases in
the number of the Board of Directors in connection with the issuance of
preferred stock.
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5. Tenure. (a) Except as otherwise provided by law, by the Articles
of Organization or by these By-Laws, each Director shall serve until his
successor is elected and qualified or until his earlier resignation, removal
from office or death.
(b) The Board of Directors shall be divided into three classes:
Class 1, Class 2 and Class 3, which shall be as nearly equal in number as
possible. Each Director shall serve for a term ending on the date of the
third annual meeting of stockholders following the annual meeting at which
such Director was elected or, if the Director was not elected at an annual
meeting, until the end of the term of the class to which he was elected;
provided, however, that each initial Director in Class 1 shall hold office
until the annual meeting of stockholders in 1999; each initial Director in
Class 2 shall hold office until the annual meeting of stockholders in 2000;
and each initial Director in Class 3 shall hold office until the annual
meeting of stockholders in 2001.
(c) In the event of any increase or decrease in the authorized number
of Directors, (i) each Director then serving as such shall nevertheless
continue as a Director of the class of which he is a member until the
expiration of his current term, or his earlier resignation, removal from
office or death, and (ii) the newly-created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board
of Directors among the three classes of Directors so as to maintain such
classes as nearly equal as possible.
(d) Any Director may resign by delivering his written resignation to
the corporation at its principal office or to the President or Clerk. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
6. Removal. (a) A Director may be removed from office (i) for cause
by vote of a majority of the stockholders entitled to vote in the election
of Directors, provided that the Directors of a class elected by a particular
class of stockholders may be removed only by the vote of the holders of a
majority of the shares of such class or (ii) for cause by vote of a majority
of the Directors then in office. A Director may be removed for cause only
after reasonable notice and opportunity to be heard before the body
proposing to remove him.
(b) For purposes of this Article II, Section 6, the term "cause"
shall be deemed to refer to the following acts or events: (i) an
adjudication, by a court of competent jurisdiction, that a Director has been
negligent or has engaged in deliberate misconduct in carrying out his duties
as an officer or Director of the corporation, or has breached his fiduciary
duty as an officer or Director of the corporation; (ii) the determination,
by a majority of the remaining
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Directors of the corporation, that a Director's acts or omissions have been
in derogation of his duties as an officer or Director of the corporation;
(iii) a Director shall have been convicted of a felony by a court of
competent jurisdiction, and such conviction shall remain in effect beyond
the expiration of all applicable appeal periods; (iv) a Director shall have
been granted immunity to testify in any proceeding in which another
individual shall have been convicted of a felony; (v) a Director shall cease
to fulfill the qualifications required of Directors by Article II, Section
2, of these By-Laws; and (vi) a Director shall have been determined by a
majority of the remaining Directors to be mentally incompetent or otherwise
unable to perform his duties as a Director of the corporation.
7. Meetings. (a) Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and
at such times as the Directors may from time to time determine, provided
that any Director who is absent when such determination is made shall be
given notice of the determination. A regular meeting of the Directors may
be held without a call or notice at the same place as the annual meeting of
stockholders, or the special meeting held in lieu thereof, following such
meeting of stockholders.
(b) Special meetings of the Directors may be held at any time and
place, within or without Massachusetts, designated in a call by the
President, Treasurer or one or more Directors.
The President shall preside at all meetings of the Board and in his
absence the Chairman of the Board of Directors, if there be one, Treasurer
or one or more Directors.
8. Notice of Special Meetings. Notice of all special meetings of the
Directors shall be given to each Director by the Secretary, by the Clerk, or
Assistant Clerk, or in case of the death, absence, incapacity or refusal of
such persons, by the officer or one of the Directors calling the meeting.
Notice shall be given to each Director in person or by telephone or by
telegram sent to his business or home address at least forty-eight hours in
advance of the meeting, or by written notice mailed to his business or home
address at least seventy-two hours in advance of the meeting. Notice need
not be given to any Director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to
any Director who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. A notice or waiver of notice of
a Directors' meeting need not specify the purposes of the meeting.
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9. Quorum. At any meeting of the Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.
10. Action at Meeting. At any meeting of the Directors at which a
quorum is present, the vote of a majority of those present, unless a
different vote is specified by law, by the Articles of Organization or by
these By-Laws, shall be sufficient to take any action.
11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are
filed with the records of the Directors' meetings. Each such consent shall
be treated for all purposes as a vote at a meeting.
12. Committees. The Directors may, by vote of a majority of the
Directors then in office, elect from their number an Executive Committee or
other committees and may by like vote delegate thereto some or all of their
powers except those which by law, the Articles of Organization or these By-
Laws they are prohibited from delegating. Except as the Directors may
otherwise determine, any such committee may make rules for the conduct of
its business, but unless otherwise provided by the Directors or in such
rules, its business shall be conducted as nearly as may be in the same
manner as is provided by these By-Laws for the Directors.
13. Amendment, Etc., of Certain Sections. Sections 2, 3, 4, 5 and 6
of this Article II and this Section 13 of said Article may not be altered,
amended or repealed except by the affirmative vote of at least sixty-six and
two thirds percent (66 2/3%) of the total number of Directors then in office
or by the affirmative vote of at least sixty-six and two thirds percent (66
2/3%) of the shares of each class of the corporation's outstanding stock
entitled to vote.
ARTICLE III - Officers
1. Enumeration. The officers of the corporation shall consist of a
Chairman of the Board, a President, a Treasurer, a Clerk, and such other
officers, including a Vice Chairman of the Board, one or more Vice
Presidents (including one or more Executive Vice Presidents), Assistant
Treasurers, and Assistant Clerks as the Directors may determine.
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2. Election. The Chairman of the Board, President, Treasurer, and
Clerk shall be elected annually by the Directors at their first meeting
following the annual meeting of stockholders. Other officers may be
appointed by the Directors at such meeting or at any other meeting.
3. Qualification. The President shall be a Director. No officer
need be a stockholder. Any two or more offices may be held by the same
person, provided that the President and Clerk shall not be the same person.
The Clerk shall be a resident of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of process. Any officer
may be required by the Directors to give bond for the faithful performance
of his duties to the corporation in such amount and with such sureties as
the Directors may determine.
4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the Chairman of the Board, President,
Treasurer and Clerk shall hold office until the first meeting of the
Directors following the annual meeting of stockholders and thereafter until
his successor is chosen and qualified; and all other officers shall hold
office until the first meeting of the Directors following the annual meeting
of stockholders, unless a different term is specified in the vote choosing
or appointing them. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the President
or Clerk and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
5. Removal. The Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in
office, provided that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the Board of Directors
prior to action thereon.
6. Chairman of the Board. The Chairman shall have such powers and
duties as may be vested in him by the Board of Directors.
7. President. The President shall be the chief executive officer of
the corporation and shall, subject to the direction of the Directors, have
general supervision and control of its business. The President shall
preside at all meetings of stockholders and Directors.
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8. Vice Presidents. The Executive Vice President, or if there shall
be no Executive Vice President, the Vice Presidents in the order determined
by the Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall
perform such other duties and shall have such other powers as the Directors
may from time to time prescribe.
9. Treasurer and Assistant Treasurers. (a) The Treasurer shall,
subject to the direction of the Directors, have general charge of the
financial affairs of the corporation and shall cause to be kept accurate
books of account. He shall have custody of all funds, securities and
valuable documents of the corporation, except as the Directors may otherwise
provide.
(b) The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and shall have
such other powers as the Directors may from time to time prescribe.
10. Clerk and Assistant Clerks. (a) The Clerk shall keep a record
of the meetings of stockholders. Unless a Transfer Agent is appointed, the
Clerk shall keep or cause to be kept in Massachusetts, at the principal
office of the corporation or at his office, the stock and transfer records
of the corporation, in which are contained the names of all stockholders and
the record address, and the amount of stock held by each.
(b) If there is no Secretary or Assistant Secretary, the Clerk shall
keep a record of the meetings of the Directors.
(c) The Assistant Clerk, or if there shall be more than one, the
Assistant Clerks in the order determined by the Directors, shall, in the
absence of disability of the Clerk, perform the duties and exercise the
powers of the Clerk and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.
11. Other Powers and Duties. Each officer shall, subject to these
By-Laws, have in addition to the duties and powers specifically set forth in
these By-Laws, such duties and powers as are customarily incident to his
office, and such duties and powers as the Directors may from time to time
designate.
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ARTICLE IV - Capital Stock
l. Certificate of Stock. (a) Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be
signed by the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, but when a certificate is counter-signed by a transfer
agent or a registrar, other than a Director, officer or employee of the
corporation, such signature may be a facsimile. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer at the time of its issue.
(b) Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-
Laws or any agreement to which the corporation is a party, shall have
conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such restrictions
and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and
relative rights of the shares of each class and series authorized to be
issued or a statement of the existence of such preferences, powers,
qualifications and rights and a statement that the corporation will furnish
a copy thereof to the holder of such certificate upon written request and
without charge.
2. Transfers. (a) Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its Transfer
Agent of the certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of
signature as the corporation or its Transfer Agent may reasonably require.
Except as may be otherwise required by law, by the Articles of Organization
or by these By-Laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of any transfer, pledge or other disposition of
such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-Laws.
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(b) It shall be the duty of each stockholder to notify the
corporation of his post office address and of his taxpayer identification
number.
3. Record Date. (a) The Directors may fix in advance a time not more
than sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at
such meeting, and any adjournment thereof, or the right to receive such
dividend or distribution or the right to give such consent or dissent. In
such case, only stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of the corporation
after the record date. Without fixing such record date, the Directors may,
for any of such purposes, close the transfer books for all or any part of
such period.
(b) If no record date is fixed and the transfer books are not closed,
the record date for determining the stockholders having the right to notice
of or to vote at a meeting of stockholders shall be at the close of business
on the date next preceding the day on which notice is given, and the record
date for determining the stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors acts with
respect thereto.
4. Replacement of Certificates. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms as the Directors
may prescribe, including the presentation of reasonable evidence of such
loss, destruction or mutilation and the giving of such indemnity as the
Directors may require for the protection of the corporation or any transfer
agent or registrar.
5. Issue of Capital Stock. Unless otherwise voted by the
stockholders, the whole or any part of any unissued balance of the
authorized capital stock of the corporation or the whole or any part of the
capital stock of the corporation held in its treasury may be issued or
disposed of by vote of the Directors, in such manner, for such consideration
and on such terms as the Directors may determine.
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ARTICLE V - Miscellaneous Provisions
l. Fiscal Year. Except as from time to time otherwise determined by
the Directors, the fiscal year of the corporation shall be the calendar
year.
2. Seal. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts," and the year of its
incorporation.
3. Execution of Instruments. All checks, deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by
an officer of the corporation on its behalf shall be signed by the President
or the Treasurer except as the Directors may generally or in particular
cases otherwise determine.
4. Voting of Securities. Except as the Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
5. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the Stock and transfer records, which
shall contain the names of all stockholders and the record address and the
amount of stock held by each, shall be kept in Massachusetts at the
principal office of the corporation, or at the office of its Transfer Agent
or of the Clerk. The stock and transfer records, which shall contain the
names of all stockholders and the record address and the amount of stock
held by each, shall be kept at the principal office of the corporation in
Massachusetts, or at an office of its Transfer Agent or Clerk. Said copies
and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for
any proper purpose, but not to secure a list of stockholders for the purpose
of selling said list or copies thereof or of using the same for a purpose
other than in the interest of the applicant, as a stockholder, relative to
the affairs of the corporation.
6. Evidence of Authority. A certificate by the Clerk or an Assistant
Clerk, or a temporary Clerk, as to any action taken by the stockholders,
Directors, Executive Committee, or any officer or representative of the
corporation shall as to all persons who rely thereon in good faith be
conclusive evidence of such action.
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7. Articles of Organization. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.
8. Transactions with Interested Parties. In the absence of fraud, no
contract or other transaction between this corporation and any other
corporation or any firm, association, partnership or person shall be
affected or invalidated by the fact that any Director or officer of this
corporation is pecuniarily or otherwise interested in or is a director,
member or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in
such contract or other transaction or is in any way connected with any
person or persons, firm, association, partnership, or corporation
pecuniarily or otherwise interested therein; provided that the fact that he
individually or as a director, member or officer of such corporation, firm,
association or partnership is such a party or is so interested shall be
disclosed to or shall have been known by the Board of Directors or a
majority of such members thereof as shall be present at a meeting of the
Board of Directors at which action upon any such contract or transaction
shall be taken; any Director may be counted in determining the existence of
a quorum and may vote at any meeting of the Board of Directors of this
corporation for the purpose of authorizing any such contract or transaction
with like force and effect as if he were not so interested, or were not a
director, member or officer of such other corporation, firm, association or
partnership, provided that any vote with respect to such contract or
transaction must be adopted by a majority of the Directors then in office
who have no interest in such contract or transaction.
9. Indemnification. (a) The corporation shall indemnify each person
(and his heirs, executors, administrators, or other legal representatives)
who is, or shall be, a Director, officer, employee or agent of the
corporation, or who is serving or shall serve at its request as a director,
officer, employee or agent of another organization, or who is serving or
shall serve at the request of the corporation in any capacity with respect
to any employee benefit plan, against all liabilities and expenses
(including judgments, fines, penalties and attorneys' fees and all amounts
paid, other than to the corporation or such employee benefit plan, in
compromise or settlement) reasonably incurred by any such person in
connection with, or arising out of, any action, suit or proceeding in which
any such Director, officer, or person may be a party defendant or with which
he may be threatened or otherwise involved, directly or indirectly, by
reason of his being or having been a Director, officer, employee or agent of
the corporation or such other organization or by reason of his serving or
having served in any such capacity with respect to any employee benefit
plan, except in relation to matters as to which any such Director, officer,
or person shall be finally adjudged (other
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than by consent) in such action, suit or proceeding not to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, or to the extent such matter relates
to services with respect to an employee benefit plan, the best interests of
the participants or beneficiaries of such employee benefit plan, and, with
respect to any criminal action or proceeding he had no reasonable cause to
believe his conduct was unlawful; provided, however, that indemnity shall
not be made with respect to any such amounts paid in compromise or
settlement or by consent, unless the Board of Directors shall have
determined in good faith that the Director, officer or person making such
compromise, settlement, or consent acted, in connection with the matter or
matters out of which such compromise, settlement or consent arose, in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, such other organization or the
participants or beneficiaries of such employee benefit plan, and, with
respect to any criminal action or proceeding that he had no reasonable cause
to believe his conduct was unlawful. Such indemnification may include
payment by the corporation of expenses in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding upon receipt of any undertaking by the person indemnified to
repay such payment if he shall be adjudicated to be not entitled to
indemnification under this section, which undertaking may be accepted
without reference to the financial ability of such person to make repayment.
(b) The foregoing right to indemnification shall not be exclusive of
any other rights to which any such Director, officer or person is entitled
under any agreement, vote of stockholders, statute, or as a matter of law,
or otherwise. The provisions of this section are separable, and if any
provision or portion hereof shall for any reason be held inapplicable,
illegal or ineffective, this shall not affect any right of indemnification
existing otherwise than under this section.
ARTICLE VI - Amendments
(a) Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, these By-Laws may be amended by the
affirmative vote of the holders of a majority of the shares of each class of
the capital stock at the time outstanding and entitled to vote at any annual
or special meeting of stockholders, provided that notice of the substance of
the proposed amendment is stated in the notice of such meeting. The
Directors, by a majority of their number then in office, may also make,
amend or repeal these By-Laws, in whole or in part, except with respect to
any provision of these By-Laws which by law, by the Articles or Organization
or these By-Laws requires the vote of a greater number of Directors or
action by the stockholders. No change in the date
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fixed in these By-Laws for the annual meeting of stockholders may be made
within sixty days before the date fixed in these By-Laws, and in case of any
change in such date, notice thereof shall be given to each stockholder in
person or by letter mailed to his last known post office address at least
twenty days before the new date fixed for such meeting.
(b) Sections 2, 3, 4, 5 and 6 of Article II of these By-Laws and this
Article VI may not be altered, amended or repealed except by the affirmative
vote of at least eighty percent (80%) of the total number of Directors then
in office or by the affirmative vote of at least eighty percent (80%) of the
shares of each class of the corporation's outstanding stock entitled to
vote.
(c) Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the
Directors of any By-Law, notice thereof stating the substance of such change
shall be given to all stockholders entitled to vote on amending the By-Laws.
(d) Any By-Law adopted by the Directors may be amended or repealed by
the stockholders entitled to vote on amending the By-Laws.
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