Exhibit 3.4
BYLAWS
OF
NATIONWIDE ACQUISITION NEW YORK, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of
Nationwide Acquisition New York, Inc. (the "Corporation") will be held either
within or without the State of New York, at such place and on such date and time
as the Board of Directors may designate from time to time in the call of the
meeting or in a waiver of notice thereof, on such date as the Board of Directors
will fix by resolution in each year beginning with the year 1999 and at which
meeting the stockholder shall elect by a plurality vote, a Board of Directors,
and transact such other business as may properly be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the stockholders may
held at such time and place within or without the State of New York as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by law or by the certificate of incorporation, may
be called by the president, the Board of Directors, and shall be called by the
President or by the Secretary upon the written request of the holders of record
of not less than 35% percent of the stock issued and outstanding and entitled to
vote at the meeting.
SECTION 3. NOTICE. Written or electronic notice of the annual meeting
stating the place, date and hour of the meeting shall be delivered not less than
ten nor more than sixty days before the date of the meeting, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. Written
or electronic notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called, shall
be delivered not less than ten nor more than sixty days before the date of the
meeting, by or at the direction of the president, the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. The special meeting notice should also indicate that it is
being issued by, or at the direction of, the person calling the meeting. The
business transacted at any special meeting of shareholders shall be limited to
the purposes stated in the notice.
SECTION 4. QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
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SECTION 5. ORGANIZATION OF MEETINGS. Meetings of the stockholders will
be presided over by the Chairman of the Board, if there be one, or if the
Chairman of the Board is not present, by the President, or if the President is
not present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in the Secretary of the Corporation's absence, an Assistant
Secretary, will act as Secretary of the meeting, if present.
SECTION 6. VOTING. At each meeting of stockholders, except as otherwise
provided by statute or the Certificate of Incorporation, every holder of record
of stock entitled to vote shall be entitled to one vote in person or by proxy
for each share of such stock standing in his or her name on the records of the
Corporation. Elections of directors shall be determined by a plurality of the
votes cast and, except as otherwise provided by statute, the Certificate of
Incorporation, or these Bylaws, all other action shall be determined by a
majority of the votes cast at such meeting. Each proxy to vote shall be in
writing and signed by the stockholder or by such stockholder's duly authorized
attorney.
At all elections of directors, the voting shall be by ballot or in such
other manner as may be determined by the stockholders present in person or by
proxy entitled to vote at such election. With respect to any other matter
presented to the stockholders for their consideration at a meeting, any
stockholder entitled to vote may, on any question, demand a vote by ballot.
A complete list of the stockholders entitled to vote at each such
meeting, arranged in alphabetical order, with the address of each, and the
number of shares registered in the name of each stockholder, shall be prepared
by the Secretary and shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 7. INSPECTORS OF ELECTION. The Board of Directors in advance of
any shareholders' meeting may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and, on the request of any
shareholder entitled to vote thereat, shall appoint one or more inspectors. If
the corporation has a class of voting stock that is listed on a national
securities exchange or authorized for quotation on an inter-dealer quotation
system of a registered national securities association, one or more inspectors
shall be appointed as provided herein. In case any person appointed as inspector
fails to appear or act, the vacancy may be filled by the Board in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
SECTION 8. ACTION BY CONSENT. Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by the holders of
all outstanding shares entitled to vote thereon or, if the certificate of
incorporation so permits, signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a
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meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders who have not
consented in writing.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER, QUORUM, TERM, VACANCIES, REMOVAL. Directors shall be
at least eighteen years of age and need not be residents of the State of New
York nor shareholders of the corporation. The Directors, other than the first
Board of Directors, shall be elected at the annual meeting of the shareholders,
except as hereinafter provided, and each Director elected shall serve until the
next succeeding annual meeting and until his successor shall have been elected
and qualified. The first Board of Directors shall hold office until the first
annual meeting of shareholders.
A majority of the members of the Board of Directors then holding office
(but not less than one-third of the total number of Directors ) shall constitute
a quorum for the transaction of business unless a greater or lesser number is
required by law or by the certificate of incorporation. The vote of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, unless the vote of a greater number is
required by law or by the certificate of incorporation. If a quorum shall not be
present at any meeting of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than an nouncement at the
meeting, until a quorum shall be present.
Directors will hold office until the next annual election and until
their successors will have been elected and will have qualified, unless sooner
displaced.
Unless otherwise provided in the certificate of incorporation, newly
created Directorships resulting from an increase in the Board of Directors and
all vacancies occurring in the Board of Directors, including vacancies caused by
removal without cause, may be filled by the affirmative vote of a majority of
the Board of Directors. However, if the number of Directors then in office is
less than a quorum, then such newly created Directorships and vacancies may be
filled by a vote of a majority of the Directors then in office. A Director
elected to fill a vacancy shall hold office until the next meeting of
shareholders at which election of Directors is the regular order of business,
and until his successor shall have been elected and qualified. A Director
elected to fill a newly created Directorship shall serve until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualified.
Any or all of the Directors may be removed, with or without cause, at
any time by the vote of the shareholders at a special meeting called for that
purpose. Any Director may be removed for cause by the action of the Directors at
a special meeting called for that purpose.
If elected by cumulative voting, a Director may be removed only by the
shareholders and then only when the votes cast against his removal would not be
sufficient to elect him if voted cumulatively at an election at which the same
total number of votes were cast and the entire Board or the entire class of
Directors of which he is a member were then being elected. If the Director
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being removed was elected by the holders of the shares of any class or series,
he cannot be removed by the Directors and may be removed only by the applicable
vote of the holders of shares of that class or series, voting as a class.
SECTION 2. MEETINGS, NOTICE. Meetings of the Board of Directors shall
be held at such place either within or without the State of New York, as may
from time to time be fixed by resolution of the Board, or as may be specified in
the call or in a waiver of notice thereof. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any time upon the
call of two directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic, facsimile telecommunication or written notice,
duly served on or sent or mailed to each director not less than two days before
such meeting. A meeting of the Board may be held without notice immediately
after the annual meeting of stockholders at the same place at which such meeting
was held. Notice need not be given of regular meetings of the Board. Any meeting
may be held without notice, if all directors are present, or if notice is waived
in writing, either before or after the meeting, by those not present.
SECTION 3. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate, from among its members, an
executive committee and other committees, each consisting of one or more
Directors, and each of which, to the extent provided in the resolution, or in
the certificate of incorporation or these Bylaws, shall have all the authority
of the Board, except as otherwise required by law. Vacancies in the membership
of the committee shall be filled by the Board of Directors at a regular or
special meeting of the Board of Directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.
SECTION 4. ACTION BY CONSENT. Unless the certificate of incorporation
provides otherwise, any action required or permitted to be taken at a meeting of
the Directors or a committee thereof may be taken without a meeting if a consent
in writing to the adoption of a resolution authorizing the action so taken,
shall be signed by all of the Directors entitled to vote with respect to the
subject matter thereof.
SECTION 5. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of the Directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all Directors for services to the corporation as
Directors, officers or otherwise.
SECTION 6. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted
by the certificate of incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
SECTION 7. BUSINESS AFFAIRS. The business affairs of the corporation
shall be managed by its Board of Directors which may exercise all such powers of
the corporation and do all such lawful
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acts and things as are not by law or by the certificate of incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.
ARTICLE III
OFFICERS
SECTION 1. TITLES AND ELECTION. The officers of the corporation shall
be chosen by the Board of Directors and shall be a president, a vice-president,
a secretary and a treasurer. The Board of Directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
The Board of Directors at its first meeting after each annual meeting of
shareholders shall choose a president, one or more vice-presidents, a secretary
and a treasurer, none of whom need be a member of the Board.
Any two or more offices may be held by the same person. When all the
issued and outstanding stock of the corporation is owned by one person, such
person may hold all or any combination of offices.
SECTION 2. TERMS OF OFFICE. Officers will hold office until their
successors are chosen and qualify.
SECTION 3. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors.
SECTION 4. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignation
will take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation will not be necessary to make it
effective.
SECTION 5. VACANCIES. Any vacancy occurring in any office of the
corporation shall be filled by a majority vote of the Board of Directors.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors will preside at all meetings of the Board of Directors and of the
stockholders, and the Chairman will have and perform such other duties as from
time to time may be assigned to the Chairman by the Board of Directors.
SECTION 7. PRESIDENT. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the shareholders
and the Board of Directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall execute bonds,
mortgages and other contracts requiring a seal under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
SECTION 8. VICE PRESIDENTS. The vice-president 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
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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 may from time to time prescribe.
SECTION 9. 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 and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the 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, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and, when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
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 may from time to time prescribe.
SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
The assistant treasurer, or, if there shall be more than one, the
assistant treasurers in the order determined by the Board of 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 have such
other powers as the Board of Directors may from time to time prescribe.
SECTION 11. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence
or disability of any officer of the Corporation, or for any other reason that
the Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any Director.
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SECTION 12. SALARIES. The salaries of all officers shall be fixed by
the Board of Directors, and the fact that any officer is a Director shall not
preclude him from receiving a salary as an officer, or from voting upon the
resolution providing the same.
ARTICLE IV
INDEMNIFICATION
SECTION 1. ACTIONS BY OTHERS. The Corporation (1) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director or an officer of the Corporation and (2) except as otherwise required
by Section 3 of this Article, may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable .cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NO1O CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the Corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
SECTION 3. SUCCESSFUL DEFENSE. To the extent that a person who is or
was a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 or Section 2 of this Article, or in defense
of
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any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.
SECTION 4. SPECIFIC AUTHORIZATION. Any indemnification under Section 1
or Section 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in said Sections 1 and 2. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
SECTION 5. ADVANCE OF EXPENSES. Expenses incurred by any person who may
have a right of indemnification under this Article in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the. Corporation pursuant to this Article.
SECTION 6. RIGHT OF INDEMNITY NOT EXCLUSIVE. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of or participant in another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article, the laws of the State of New York or
otherwise.
SECTION 8. INVALIDITY OF ANY PROVISIONS OF THIS ARTICLE. The invalidity
or unenforceability of any provision of this Article shall not affect the
validity or enforceability of the remaining provisions of this Article.
ARTICLE V
CAPITAL STOCK
SECTION 1. CERTIFICATES. Certificates of stock shall be in such form as
required by the Business Corporation Law of New York and as shall be adopted by
the Board of Directors. They shall be numbered and registered in the order
issued; shall be signed by the Chairman or a
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Vice-Chairman of the Board (if any) or by the President or a Vice-President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and may be sealed with the corporate seal or a facsimile thereof. When
such a certificate is countersigned by a transfer agent or registered by a
registrar, the signatures of any such officers may be facsimile.
SECTION 2. TRANSFER. Transfer of shares shall be made only upon the
books of the Corporation by the registered holder in person or by attorney, duly
authorized, and upon surrender of the certificate or certificates for such
shares properly assigned for transfer.
SECTION 3. RECORD DATES. The holder of any certificate representing
shares of stock of the Corporation may notify the Corporation of any loss, theft
or destruction thereof, and the Board of Directors may, thereupon, in its
discretion, cause a new certificate for the same number of shares, to be issued
to such holder upon satisfactory proof of such loss, theft or destruction, and
the deposit of indemnity by way of bond or otherwise, in such form and amount
and with such surety or sureties as the Board of Directors may require, to
indemnify the Corporation against loss or liability by reason of the issuance of
such new certificates.
SECTION 4. LOST CERTIFICATES. In the event that any certificate of
stock is lost, stolen, destroyed or mutilated, the Board of Directors may
authorize the issuance of a new certificate of the same tenor and for the same
number of shares in lieu thereof. The Board may in its discretion, before the
issuance of such new certificate, require the owner of the lost, stolen,
destroyed or mutilated certificate, or the legal representative of the owner to
make an affidavit or affirmation setting forth such facts as to the loss,
destruction or mutilation as it deems necessary, and to give the Corporation a
bond in such reasonable sum as it directs to indemnify the Corporation.
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ARTICLE VI
CHECKS, NOTES, ETC.
SECTION 1. CHECKS, NOTES, ETC. Checks, notes, drafts, bills of exchange
and orders for the payment of money shall be signed or endorsed by such officer
of officers or such other person or persons and in such manner as the Board of
Directors may, from time to time, designate. The funds of the Corporation shall
be deposited in such bank or trust company, and checks drawn against such funds
shall be signed by such officer or officers or such other person or persons and
in such manner as the Board of Directors may, from time to time, designate.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. OFFICES. The office of the corporation shall be located in
the County of Monroe, State of New York. The corporation may also have offices
at such other places both within and without the State of New York as the Board
of Directors may from time to time determine or the business of the corporation
may require.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
SECTION 3. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, New York". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
SECTION 4. BOOKS. The Directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside the
State of New York, at such place or places as they may from time to time
determine.
SECTION 5. VOTING OF STOCK. Unless otherwise specifically authorized by
the Board of Directors, all stock owned by the Corporation, other than stock of
the Corporation, will be voted, in person or by proxy, by the President or any
Vice President of the Corporation on behalf of the Corporation.
SECTION 6. NOTICE AND WAIVER OF NOTICE. Any notice required to be given
under these Bylaws may be waived by the person entitled thereto, in writing, by
telegram, cable or radiogram, and the presence of any person at a meeting shall
constitute waiver of notice thereof as to such person.
Whenever any notice is required by these Bylaws to be given, personal
notice is not meant unless expressly so stated; and any notice so required shall
be deemed to be sufficient if given by depositing it in a post office or post
office box in a sealed postpaid wrapper, addressed to such stockholder, officer
or Director, at such address as appears on the books of the Corporation and such
notice shall be deemed to have been given on the day of such deposit.
ARTICLE VIII
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AMENDMENTS
SECTION 1. AMENDMENTS. These Bylaws may be amended at any stockholders'
meeting by vote of the stockholders holding a majority (unless the Certificate
of Incorporation requires a larger vote) of the outstanding stock having voting
power, present either in person or by proxy, provided notice of the amendment is
included in the notice or waiver of notice of such meeting. The Board of
Directors may also amend these Bylaws at any annual or special meeting of the
Board by a majority (unless the Certificate of Incorporation requires a larger
vote) vote of the entire Board, but any Bylaws so made by the Board of Directors
may be altered or repealed by the stockholders.
Any proposal to amend or repeal these Bylaws or to adopt new Bylaws
shall be stated in the notice of the meeting of the Board of Directors or the
stockholders, or in the waiver of notice thereof, as the case may be, unless all
of the Directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present for such
meeting.
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