BYLAWS
OF
MERRILL INTERNATIONAL INC.
ARTICLE I.
OFFICES
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
of the corporation shall be determined from time to time by the Board of
Directors.
Section 2. REGISTERED OFFICE. The registered office of the
Corporation required by Chapter 302A of the Minnesota Statutes to be maintained
in the State of Minnesota is as designated in the Articles of Incorporation.
The Board of Directors of the Corporation may, from time to time, change the
location of the registered office. On or before the day that such change is to
become effective, a certificate of such change and of the new address of the new
registered office shall be filed with the Secretary of State of the State of
Minnesota.
Section 3. OTHER OFFICE. The Corporation may establish and maintain
such other offices, within or without the State of Minnesota, as are from time
to time authorized by the Board of Directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Each meeting of the shareholders shall
be held at the principal executive office of the Corporation or at such other
place as may be designated by the Board of Directors or the President; provided,
however, that any meeting called by or at the demand of a shareholder or
shareholders shall be held in the county where the principal executive office of
the Corporation is located.
Section 2. REGULAR MEETINGS. Regular meetings of the shareholders may
be held on an annual or other less frequent basis as determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written demand given to the President of the
Corporation. If said officer fails to call and hold such meeting within ninety
(90) days after receipt of the demand, the shareholder making the demand shall
have the right and power to call such meeting. At each regular meeting the
shareholders shall elect qualified successors for directors who serve for an
indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting and may transact any other business,
provided, however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have been given.
Section 3. NOTICE OF REGULAR MEETING. Unless otherwise required by
law, written notice of the time and place of each regular shareholder meeting
shall be mailed, postage prepaid, at least ten (10) but not more than sixty (60)
days before such meeting, to each shareholder entitled to vote thereat at his or
her address as the same appears upon the books of
the Corporation.
Section 4. SPECIAL MEETINGS. A special meeting of the shareholders
may be called for any purpose or purposes at any time by the President and shall
be called by the President at the request in writing of two or more members of
the Board of Directors or at the request in writing of one or more shareholders
holding not less than ten percent of the voting power of all shares of the
Corporation entitled to vote. Such request which shall be by registered mail or
delivered in person to the President of the Corporation specifying the purposes
of such meeting.
Section 5. NOTICE OF SPECIAL MEETINGS. Written notice of the time,
place and purpose or purposes of a special meeting shall be mailed, postage
prepaid, at least five (5) but not more than sixty (60) days before such
meeting, to each shareholder entitled to vote at such meeting at his or her
address as the same appears upon the books of the Corporation.
Section 6. BUSINESS TO BE TRANSACTED. No business shall be transacted
at any special meeting of shareholders except that stated in the notice of the
meeting.
Section 7. WAIVER OF NOTICE. A shareholder may waive notice of the
date, time, place and purpose or purposes of a meeting of shareholders. A
waiver of notice by a shareholder entitled to notice is effective whether given
before, at or after the meeting, and whether given in writing, orally or by
attendance. Attendance by a shareholder at a meeting is a waiver of notice of
that meeting, unless the shareholder objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened, or objects before a vote on an item of business because the item may
not lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section 8. QUORUM AND ADJOURNMENT. The holders of a majority of the
voting power of the shares entitled to vote at a meeting, present in person or
by proxy at the meeting, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall have
the 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 noticed. The shareholders present at a duly called or held meeting
at which a quorum is present may continue to transact business until
adjournment, even though the withdrawal of a number of shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
Section 9. VOTING RIGHTS. A shareholder may cast his or her vote in
person or by proxy. When a quorum is present at the time a meeting is convened,
the affirmative vote of the holders of a majority of the shares entitled to vote
on any question present in person or by proxy shall decide such question unless
the question is one upon which, by express provision of the applicable statute
or the Articles of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
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Section 10. PROXIES. A shareholder may cast or authorize the casting
of a vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective. The shareholder may sign or authorize the written appointment by
telegram, cablegram or other means of electronic transmission setting forth or
submitted with information sufficient to determine that the shareholder
authorized such transmission. Any copy, facsimile, telecommunication or other
reproduction of the original of either the writing or transmission may be used
in lieu of the original, provided that it is a complete and legible reproduction
of the entire original. No proxy shall be valid after eleven (11) months from
its date, unless the proxy expressly provides for a longer period.
Section 11. MANNER OF VOTING. Each shareholder shall at every meeting
of the shareholders be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such shareholder and except
where the transfer books of the Corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, no share of stock that has been transferred on the books of the
Corporation within twenty (20) days next preceding any election of directors
shall be voted in such election of directors.
Section 12. RECORD DATE. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfers of shares during the
whole or any part of such period.
Section 13. ORGANIZATION OF MEETINGS. The President shall preside at
all meetings of the shareholders, in the absence of the President or if the
office of President is vacant, the Treasurer shall preside at meetings of the
shareholders. The Secretary shall act as secretary of all meetings of the
shareholders, or in his or her absence any person appointed by the presiding
officer shall act as secretary.
Section 14. ELECTRONIC CONFERENCES AND PARTICIPATION BY ELECTRONIC
MEANS. A conference among shareholders conducted by any means of communication
through which the shareholders may simultaneously hear each other during the
conference shall constitute a regular or special meeting of shareholders,
provided the notice of the conference is given to every holder of shares
entitled to vote pursuant to Sections 3 or 5 hereof. A shareholder may
participate in a regular or special meeting of shareholders by any means of
communication through which the shareholder, other shareholders so
participating, and all shareholders physically present at the meeting may
simultaneously hear each other during the meeting. Such participation in a
meeting shall constitute presence at the meeting in person or by proxy.
Section 15. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a shareholders' meeting may be taken without a meeting if
authorized by a writing or writings signed by all of the holders of shares who
would be entitled to vote on that action. Such action shall be effective on the
date on which the last signature is placed on such writing or writings,
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unless a different effective date is provided in the written action. If any
action so taken requires a certificate to be filed in the office of the
Secretary of State, the officer signing such certificate shall state therein
that the action was effected in the manner aforesaid.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under its Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws required to be exercised or done by the shareholders.
Section 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole board shall be at least one (1), or such other number
as may be determined by the Board of Directors or by the shareholders at a
regular or special meeting. Except as otherwise permitted by statute, the
directors shall be elected at each regular meeting of the Corporation's
shareholders (or at any special meeting of the shareholders called for that
purpose) by a majority of the voting power of the shares represented and voting,
and each director shall be elected to serve until the next regular meeting of
the shareholders and thereafter until a successor is duly elected and qualified,
unless a prior vacancy shall occur by reason of death, resignation, or removal
for office. Directors shall be natural persons, but need not be shareholders.
Section 3. RESIGNATION AND REMOVAL. Any director may resign at any
time by giving written notice to the Corporation. Such resignation shall take
effect at the date of the receipt of such notice, or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any director may be
removed at any time, with or without cause, by the affirmative vote of the
holders of a majority of the voting shares entitled to elect such director.
Section 4. VACANCIES. If the office of any director becomes vacant by
reason of death, resignation, removal, disqualification, or otherwise, the
directors then in office, although less than a quorum, by a majority vote, may
choose a successor who shall hold office for the unexpired term in respect of
which such vacancy occurred. With respect to the initial election of a director
to fill a newly created directorship resulting from an increase in the number of
directors by action of the Board of Directors in the manner permitted by
statute, such vacancy shall be filled by the affirmative vote of a majority of
the directors serving at the time of the increase.
Section 5. MEETINGS OF DIRECTORS. The Board of Directors of the
Corporation may hold meetings, from time to time, either within or without the
State of Minnesota, at such place as a majority of the members of the Board of
Directors may from time to time appoint. If the Board of Directors fails to
select a place for the meeting, the meeting shall be held at the principal
executive office of the Corporation.
Section 6. CALLING MEETINGS. Meetings of the Board of Directors may
be called by (i) the President and Chief Executive Officer on two (2) days'
notice or (ii) any director on ten (10) days' notice, to each director, either
personally, by telephone or by mail or telegram. Every such
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notice shall state the date, time and place of the meeting. Notice of a
meeting called by a person other than the President and Chief Executive
Officer shall state the purpose of the meeting.
Section 7. PARTICIPATION BY ELECTRONIC COMMUNICATIONS. Directors of
the Corporation may participate in a meeting of the Board of Directors by means
of conference telephone or by similar means of communication by which all
persons participating in the meeting can simultaneously hear each other. A
director so participating shall be deemed present in person at the meeting.
Section 8. WAIVER OF NOTICE. A director may waive notice of a meeting
of the Board of Directors. A waiver of notice by a director entitled to notice
is effective whether given before, at, or after the meeting, and whether given
in writing, orally, or by attendance. Attendance by a director at a meeting is
a waiver of notice of that meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting was
not lawfully called or convened and does not participate thereafter in the
meeting.
Section 9. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors by actual delivery prior to the meeting of such advance written
consent or opposition to the President or a director who is present at the
meeting. If the director is not present at the meeting, advance written consent
or opposition to a proposal shall not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.
Section 10. QUORUM. At all meetings of the Board of Directors a
majority 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 applicable statute or by the Articles
of Incorporation. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present. If a quorum is present at the call of a meeting, the directors may
continue to transact business until adjournment notwithstanding the withdrawal
of enough directors to leave less than a quorum.
Section 11. ORGANIZATION OF MEETINGS. The President shall preside at
all meetings of the Board of Directors and in his or her absence the Treasurer
shall act as presiding officer. The Secretary shall act as secretary of all
meetings of the Board of Directors, and in his or her absence any person
appointed by the presiding officer shall act as secretary.
Section 12. COMMITTEES. The Board of Directors, by a resolution
approved by the affirmative vote of a majority of the directors then holding
office, may establish one or more committees of one or more persons having
the authority of the Board of Directors in the management of the business of
the corporation to the extent provided in such resolution. Such committees,
however, shall at all times be subject to the direction and control of the
Board of Directors. Committee members need not be directors and shall be
appointed by the affirmative
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vote of a majority of the directors present. A majority of the members of
any committee shall constitute a quorum for the transaction of business at a
meeting of any such committee. In other matters of procedure the provisions
of these Bylaws shall apply to committees and the members thereof to the same
extent they apply to the Board of Directors and directors, including, without
limitation, the provisions with respect to meetings and notice thereof,
absent members, written actions, and valid acts. Each committee shall keep
regular minutes of its proceedings and report the same to the Board of
Directors.
Section 13. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if a written consent thereto is signed by all members of the Board of
Directors and such written consent is filed with the minutes of proceedings of
the Board of Directors. If the proposed action need not be approved by the
shareholders and the Articles of Incorporation so provide, action may be taken
by written consent signed by the number of directors that would be required to
take the same action at a meeting of the Board of Directors at which all
directors were present. Such action shall be effective on the date on which the
last signature is placed on such writing or writings, or such other effective
date as is set forth therein.
Section 14. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each meeting of the Board of Directors, and may be paid a stated amount as a
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV.
OFFICERS
Section 1. NUMBER AND QUALIFICATION. The officers of the corporation
shall consists of one or more natural persons duly elected by the Board of
Directors exercising the functions of the offices of chief executive officer,
treasurer and secretary. The officers designed as the President, Treasurer and
Secretary will exercise the functions of the chief executive officer, treasurer
and secretary, respectively. The Board of Directors may elect or appoint such
other officers or agents as it deems necessary for the operation and management
of the Corporation, with such powers, rights, duties and responsibilities as may
be determined by the Board of Directors, including, without limitation, one or
more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, each of whom shall have the powers, rights duties and
responsibilities set for the in these Bylaws unless otherwise determined by the
Board. Any of the offices or functions of those offices may be held or
exercised by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The initial officers of the
Corporation shall be elected by the Board of Directors at its first duly held
meeting and all officers shall hold office until their successors have been duly
elected, unless prior thereto such officer shall have resigned or been removed
from office as hereinafter provided.
Section 3. RESIGNATION, REMOVAL AND VACANCIES. An officer may
resign at any time by giving written notice to the Corporation. The
resignation is effective without acceptance
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when the notice is given to the Corporation, unless a later effective date is
specified in the notice. Any officer or agent elected or appointed by the
Board of Directors shall hold office at the pleasure of the Board of
Directors and may be removed, with or without cause, at any time by the
affirmative vote of a majority of the Board of Directors present at a duly
held Board meeting. A vacancy in an office may, or in the case of a vacancy
in the office of President or Treasurer shall, be filled for the unexpired
portion of the term by action of the Board of Directors.
Section 4. SALARIES. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the President and Chief Executive
Officer if authorized by the Board of Directors.
Section 5. THE PRESIDENT. Unless provided otherwise by a resolution
adopted by the Board of Directors, the President shall have general active
management of the business of the corporation, shall preside at meetings of the
shareholders and Board of Directors, shall see that all orders and resolutions
of the Board of Directors are carried into effect, shall sign and deliver in the
name of the corporation any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the corporation, except in cases in
which the authority to sign and deliver is required by law to be exercised by
another person or is expressly delegated by the Articles of Incorporation, these
Bylaws, or the Board of Directors to some other officer or agent of the
corporation, shall maintain records of and, whenever necessary, certify
proceedings of the Board of Directors and shareholders, and shall perform such
other duties as may from time to time be prescribed by the Board of Directors.
Section 6. THE TREASURER. Unless provided otherwise by a resolution
adopted by the Board of Directors, the Treasurer shall keep accurate financial
records for the corporation, shall deposit all monies, drafts, and checks in the
name of and to the credit of the corporation in such banks and depositories as
the Board of Directors shall designate from time to time, shall endorse for
deposit all notes, checks, and drafts received by the corporation as ordered by
the Board of Directors, making proper vouchers therefor, shall disburse
corporate funds and issue checks and drafts in the name of the corporation as
ordered by the Board of Directors, shall render to the chief executive officer
and the Board of Directors, whenever requested, an account of all such officer's
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President from time to time.
Section 7. THE SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose. He or she shall give, or cause to be given,
notice of all meetings of the shareholders 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 and Chief Executive Officer, under whose supervision
he or she shall be.
Section 8. THE VICE PRESIDENT. The Vice President, if any, or if
there shall be more than one, the Vice Presidents in the order determined by the
Board of 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 have such other powers as the Board of Directors or the
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President may from time to time prescribe.
Section 9. ASSISTANT SECRETARY. The Assistant Secretary or, if there
be more than one, the Assistant Secretaries, in the order determined by the
Board of Directors, shall, in the absence or disability of the Secretary,
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 or the
President and Chief Executive Officer may from time to time prescribe.
Section 10. AUTHORITY AND DUTIES. In addition to the foregoing
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
ARTICLE V.
CERTIFICATES OF STOCK
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 President and the Secretary or an Assistant Secretary
of the Corporation, if there be one, certifying the number of shares owned by
him or her in the Corporation. The certificates of stock of each class shall be
numbered in the order of their issue.
Section 2. FACSIMILE SIGNATURES. Where a certificate is signed (1) by
a transfer agent or an assistant transfer agent, or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of any such
President, Secretary or Assistant Secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on any such certificate or certificates shall cease to be such
officer or officers of the Corporation before such certificate or certificates
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation.
Section 3. LOST OR DESTROYED CERTIFICATES. 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 or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost 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 or destroyed certificate or
certificates, or his or her 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 or
destroyed.
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Section 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied 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.
Section 5. REGISTERED SHAREHOLDERS. 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 shall be
entitled to hold liable for calls and assessments a person so 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 applicable statute.
ARTICLE VI.
INDEMNIFICATION
Section 1. INDEMNIFICATION. The Corporation shall indemnify to the
fullest extent permissible under the provisions of Chapter 302A of the Minnesota
Statutes, as amended, (as now or hereafter in effect) any person made or
threatened to be made a party to or witness in any threatened, pending, or
completed civil, criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the Corporation by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation, or by reason of the fact that such director or
officer, while a director or officer of the Corporation, is or was serving at
the request of the Corporation, or whose duties in that position involved
service as a director, officer, partner, trustee or agent of another
organization or employee benefit plan, against all judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements. Nothing contained herein shall
affect any rights to indemnification to which employees or agents of the
Corporation other than directors and officers may be entitled under the
provisions of Chapter 302A of the Minnesota Statutes, as amended. Any repeal or
modification of this Article VI shall be prospective only, and shall not
adversely affect any right to indemnification or protection of a director or
officer of the Corporation existing at the time of such repeal or modification.
No amendment to or repeal of this Article shall apply to or have any effect on
the liability of or alleged liability of any director or the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
Section 2. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the Corporation would otherwise be required to
indemnify the person against the liability.
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ARTICLE VII.
GENERAL PROVISIONS
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 2. DIVIDENDS. Subject to the provisions of the applicable
statute and the Articles of Incorporation, dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or in shares of the
capital stock.
Section 3. RESERVES. Before payment of any dividend, there 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 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 purposes as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 4. SEAL. The Corporation shall not have a corporate seal.
Section 5. CHECKS. All checks or demands for money and notes 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.
Section 6. AMENDMENTS. The Board of Directors shall have the power to
adopt, amend or repeal the Bylaws of the Corporation, subject to the power of
the shareholders to change or repeal the same, provided, however, that the Board
shall not adopt, amend or repeal any Bylaw fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of director of their classifications,
qualifications or terms of office, but may adopt or amend a Bylaw that increases
the number of directors.
Effective as of
November 30, 1994
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