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EXHIBIT 3.12
BY-LAWS OF TAYLOR PUBLISHING COMPANY (F/K/A TAYLOR PUBLISHING
COMPANY OF DELAWARE)
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BYLAWS
OF
TAYLOR PUBLISHING COMPANY
Adopted and Effective
September 15, 1990
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TABLE OF CONTENTS
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ARTICLE I OFFICES...............................................................1
Section 1. Registered Office.................................................1
Section 2. Other Offices.....................................................1
ARTICLE II MEETINGS OF STOCKHOLDERS.............................................1
Section 1. Place of Meetings.................................................1
Section 2. Annual Meetings...................................................1
Section 3. Special Meetings..................................................1
Section 4. Quorum............................................................2
Section 5. Voting............................................................2
Section 6. List of Stockholders Entitled to Vote.............................2
ARTICLE III DIRECTORS...........................................................2
Section 1. Number and Election of Directors..................................2
Section 2. Vacancies.........................................................3
Section 3. Duties and Powers.................................................3
Section 4. Meetings..........................................................3
Section 5. Quorum............................................................3
Section 6. Actions by Written Consent........................................3
Section 7. Meetings by Conference Telephone..................................4
Section 8. Committees........................................................4
Section 9. Compensation......................................................4
Section 10. Interested Directors..............................................4
ARTICLE IV OFFICERS.............................................................5
Section 1. General...........................................................5
Section 2. Election..........................................................5
Section 3. President.........................................................5
Section 4. Executive Vice Presidents and Vice Presidents.....................5
Section 5. Secretary.........................................................6
Section 6. Treasurer.........................................................6
Section 7. Assistant Secretaries.............................................6
Section 8. Assistant Treasurers..............................................7
Section 9. Other Officers....................................................7
ARTICLE V STOCK.................................................................7
Section 1. Form of Certificates..............................................7
Section 2. Signatures........................................................7
Section 3. Lost Certificates.................................................7
Section 4. Transfers.........................................................8
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ARTICLE VI NOTICES..............................................................8
Section 1. Notices...........................................................8
Section 2. Waivers of Notice.................................................8
ARTICLE VII INDEMNIFICATION.....................................................8
Section 1. General...........................................................8
Section 2. Non-Exclusivity...................................................9
ARTICLE VIII GENERAL PROVISIONS.................................................9
Section 1. Dividends.........................................................9
Section 2. Disbursements.....................................................9
Section 3. Fiscal Year.......................................................9
Section 4. Corporate Seal....................................................9
Section 5. Amendments........................................................9
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BYLAWS
OF
TAYLOR PUBLISHING COMPANY
(hereinafter the "Corporation")
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of the Corporation
shall be located at 32 Loockerman Square, Suite L-100, City of Dover, County of
Kent, State of Delaware.
Section 2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as may be designated from
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. ANNUAL MEETINGS. The annual meeting of stockholders shall
be held on such date and at such time as may be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which meeting
the stockholders shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.
Section 3. SPECIAL MEETINGS. Unless otherwise prescribed by law or by
the Corporation's Certificate of Incorporation as may be amended and restated
from time to time (the "Certificate of Incorporation"), special meetings of
stockholders, for any purpose or purposes, may be called by either (a) the
Chairman of the Board of Directors, if there be one or (b) the President, and
stall be called by any officer of the Corporation at the instruction of a
majority of the Board of Directors. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.
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Section 4. QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the as meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.
Section 5. VOTING. Unless otherwise required by law, the Certificate
of Incorporation or these bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
voting power of the stock represented and entitled to vote thereat. Such votes
may be cast in person or by proxy but no proxy shall be voted or acted upon
after three years from its date, unless such proxy provides for a longer period.
The Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his or her discretion, may require
that any votes cast at such meeting shall be cast by written ballot.
Section 6. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which pace stall 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 of the Corporation who is
present. The stock ledger of the Corporation shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this Section 6 of this Article II or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.
ARTICLE III
DIRECTORS
Section 1. NUMBER AND ELECTION OF DIRECTORS. The business and affairs
of the Corporation shall be managed by a Board of Directors initially consisting
of one director. The number of directors of the Corporation may be increased or
decreased from time to time by resolution adopted by the Board of Directors, but
no decrease by the Board of Directors shall have the effect of shortening the
term of any incumbent director. Except as provided in Section 2 of this Article
III, directors shall be elected by a plurality of the votes cast at annual
meetings
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of stockholders and each director so elected shall hold office until the next
annual meeting and until his or her successor is duly elected and qualified or
until his or her earlier resignation or removal. Any director may resign at any
time upon notice to the Corporation. A director need not be a stockholder, a
citizen of the United States or a resident of the State of Delaware.
Section 2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified or until their earlier resignation or removal, if there are no
directors in office, then an election of directors may be held in the manner
provided by statute.
Section 3. DUTIES AND POWERS. The business of the Corporation shall be
managed by or under the direction of the 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 certificate of Incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.
Section 4. MEETINGS. Meetings shall be held at such time as the Board
of Directors shall fix, except that the first meeting of a newly elected Board
of Directors stall be held as soon after its election as the directors may
conveniently assemble. Meetings shall be held at such place within or without
the State of Delaware as may be fixed by the Board of Directors. No call shall
be required for regular meetings for which the time and place have been fixed.
Special meetings may be called by or at the direction of the Chairman of the
Beard, if any, the President or a majority of the directors then in office. No
notice shall be required for regular meetings for which the time and place have
been fixed. Written, oral or any other mode of notice of the time and place
shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. Notice need not be given to any director or
to any member of a committee of directors who submits a written waiver of notice
signed by him or her before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when he or she attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
Section 5. QUORUM. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these bylaws, at all meetings of the
Board of Directors, a majority of the entire Board of 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 a quorum is present shall be the act
of the Board of Directors. 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 shall be present.
Section 6. ACTIONS BY WRITTEN CONSENT. Unless otherwise provided by
the Certificate of Incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if
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all the members of the Board of Directors or committee, as the case may be,
consent thereto in writing, in one document or in counterparts, and the writing
or writings are filed with the minutes of proceedings of the Board of Directors
or committee.
Section 7. MEETINGS BY CONFERENCE TELEPHONE. Unless otherwise provided
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 such committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 stall constitute presence in person at such
meeting.
Section 8. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
absent or disqualified member. Any committee, to the extent allowed by law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Without limitation to
the foregoing, any committee shall have the power and authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law. Each committee shall keep regular minutes and report to the Board of
Directors when required.
Section 9. COMPENSATION. Directors as such shall not receive any
stated salary for their services, but by resolution of the Board of Directors a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors or any committee
thereof; provided that nothing contained herein shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 10. INTERESTED DIRECTORS. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Beard of Directors or committee thereof that
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose if (a) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors be less than a
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quorum, (b) the material facts as to his, her or their relationship or interest
and as to contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon and the contract or transaction is specifically
approved in good faith by vote of the stockholders or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee that
authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. GENERAL. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President and a Secretary. The Board of
Directors, in its discretion, may also choose a Treasurer and one or more
Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of incorporation or
these bylaws. The officers of the Corporation need not be stockholders of the
Corporation or directors of the Corporation.
Section 2. ELECTION. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation, who stall hold their offices for such terms and stall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors and may be altered from time to time except as otherwise
provided by contract.
Section 3. PRESIDENT. The President shall, subject to the control of
the Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He or she shall be the Chief Executive
Officer of the Corporation and shall execute all bonds, mortgages, contracts and
other instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by the bylaws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. The President shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these bylaws or by the Board of Directors.
Section 4. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. At the
request of the President or in his or her absence or in the event of his or her
inability or refusal to act the Executive Vice President or the Executive Vice
Presidents if there be more than one, and the
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Vice President or the Vice Presidents, if there be more than one (in the order
designated by the Board of Directors), shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Each Executive Vice President and each
Vice President shall perform such other duties and have such ether powers as the
Board of Directors from time to time may prescribe. If there be no Executive
Vice President or Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.
Section 5. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he or she shall be. If the Secretary shall be
unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the President may
choose another officer to cause such notice to be given. The Secretary shall
have custody of the seal of the Corporation and the Secretary or an Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any 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 or her signature. The
Secretary shall see that all books, reports, statements, certificates and other
documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.
Section 6. 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. The Treasurer 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 meeting, or when the Board of Directors so requires, an account of
all his or her 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 or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.
Section 7. ASSISTANT SECRETARIES. Except as may be otherwise provided
in these bylaws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, any Executive Vice President, if there be
one, any Vice President, if there be one, or the
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Secretary, and in the absence of the Secretary or in the event of his or her
disability or refusal to act, shall perform the duties of the Secretary, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Secretary.
Section 8. ASSISTANT TREASURERS. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Executive Vice
President, if there be one, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of his or her
disability or refusal to act, shall perform the duties of the Treasurer, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Treasurer, if required by the Board of Directors, an
Assistant Treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as shall he satisfactory to the Board of Directors for the
faithful performance of the duties of his or her office and for the restoration
to the Corporation, in case of his or her death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging to
the Corporation.
Section 9. OTHER OFFICERS. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation (a) by the President, an Executive Vice President or a Vice
President and (b) by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by such bolder.
Section 2. SIGNATURES. Where a certificate is countersigned by (a) a
transfer agent other than the Corporation or its designated employees or (b) a
registrar other than the Corporation or its designated employees, any other
signature on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.
Section 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in pace of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
heard of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his or her legal
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representative, to advertise the same in such manner as the Board of Directors
shall require and/or to give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his or her attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.
ARTICLE VI
NOTICES
Section 1. NOTICES. Whenever written notice is required by law, the
Certificate of Incorporation or these bylaws to be given to any director, member
of a committee or stockholder, such notice may be given by mail, addressed to
such director, member of a committee or stockholder, at his or her address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by facsimile transmission, telegram, telex or cable.
Section 2. WAIVERS OF NOTICE. Whenever any notice is required by law,
the Certificate of Incorporation or these bylaws to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
ARTICLE VII
INDEMNIFICATION
Section 1. GENERAL. 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, suit or proceeding; whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was a director,
officer, employee, agent or fiduciary of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding (and advance
expenses to such person in connection with such action, suit or proceeding) to
the fullest extent permitted under the laws of the state of Delaware now or
hereafter in existence, including Section 145 of the Delaware General
Corporation Law as currently in existence or as subsequently amended, modified,
supplemented or replaced (but, in case of any such amendment, modification,
supplementation or replacement, only to the extent that such amendment,
modification, supplementation or replacement broadens such person's rights to
indemnification thereunder).
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Section 2. NON-EXCLUSIVITY. The rights to receive indemnification and
advancement of expenses provided in Article VII of these Bylaws shall not be
deemed exclusive of any other rights to which any person may at any time be
entitled under applicable law, the Certificate of Incorporation, these Bylaws,
any agreement, a vote of stockholders, a resolution of the Board of Directors or
otherwise. No amendment, alteration or repeal of this Article VII or any
provision hereof shall be effective as to any person in respect of any act,
event or circumstance that occurred or existed, in whole or in part, before such
amendment, alteration or repeal.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property or in shares of the capital stock.
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 Board of Directors
from time to time, in its absolute discretion, deems 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 any proper purpose, and the
Board of Directors may modify or abolish any such reserve.
Section 2. DISBURSEMENTS. 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 3. FISCAL YEAR. The fiscal year of the Corporation shall end
on December 21 of each year, unless otherwise fixed by resolution of the Board
of Directors.
Section 4. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced.
Section 5. AMENDMENTS. These bylaws may be altered, amended or
repealed, in whole or in part, or new bylaws may be adopted by the stockholders
or by the Board of Directors of the Corporation.
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