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EXHIBIT 3.53
BYLAWS
OF
CENTER POINT DISPOSAL, INC.
(an Oklahoma corporation)
ARTICLE 1 - NAME
The name of the Corporation is Center Point Disposal, Inc.
ARTICLE 2 - OFFICE
2.1 PRINCIPAL OFFICE. The principal office of the Corporation will be 201
Robert S. Kerr, Suite 700, Oklahoma City, Oklahoma 73072.
2.2 OTHER OFFICES. The Corporation may also have branch offices in such other
places as the Board of Directors (the "Board") in its discretion may from time
to time determine.
ARTICLE 3 - SEAL
The corporate seal shall have inscribed thereon the name of the Corporation
and the words "Corporate Seal, Oklahoma".
ARTICLE 4 - SHAREHOLDERS' MEETINGS
4.1 MEETING PLACE. Meetings of the shareholders will be held at the principal
office of the Corporation or at such other place as is determined from time to
time by the Board and stated in the meeting notice.
4.2 ANNUAL MEETINGS. An annual meeting of shareholders will be held on the last
Tuesday of the second month following the close of the fiscal year of the
Corporation; provided that any such meeting may be held at any other time
designated by the Board or by the majority of the shareholders entitled to vote
at such meeting. At such annual meetings, directors will be elected, reports of
affairs of the Corporation will be considered and any other business may be
transacted which is within the powers of the shareholders to transact and which
may be properly brought before the meeting.
4.3 SPECIAL MEETINGS. Special meetings of the shareholders may be called for
any purpose by the president (or, in his absence or disability, by the vice
president), by the Board, by a notice signed by the shareholders holding a
majority of the issued and outstanding voting shares of the Corporation. Upon a
request being made by written notice to the president or, in his absence or
disability, to the vice president, or to the secretary, by any person or persons
herein empowered to call a special meeting, if such officer is the secretary, he
will give notice to the shareholders or, if such officer is other than the
secretary, he will cause the secretary to give notice to the shareholders that
such meeting has been called for the purpose or purposes stated in such request
and is to be held at a specified time, which time will not be less than ten (10)
days or more than sixty (60) days after the receipt of such request. If notice
of such meeting is not given to the shareholders within seven (7) days after the
receipt of such request, such person or persons
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making such request may fix the time of such special meeting and give notice
thereof in the same manner as hereinafter provided.
4.4 NOTICE OF MEETING. Subject to the provisions of paragraph 4.11 hereof, a
written notice of each meeting of the shareholders, stating the date, hour and
place and in case of special meetings the purpose thereof, will be mailed by the
secretary of the Corporation, postage prepaid, to each shareholder entitled to
vote, at such address as appears on the books of the Corporation, at least ten
(10) days but not more than sixty (60) days before the date of each meeting.
4.5 QUORUM. A majority of the issued and outstanding shares entitled to vote
(exclusive of treasury shares, if any) will constitute a quorum at meetings of
shareholders. When a quorum is present, a majority of the shares represented and
entitled to vote at the meeting will decide any question brought before such
meeting. In the absence of a quorum, those shareholders present may adjourn the
meeting from time to time until a quorum is obtained, but until a quorum is
obtained, no other business may be transacted.
4.6 VOTING. At each meeting of shareholders, every shareholder will be entitled
to vote in person or by proxy and, unless modified by a cumulative voting
provision contained in the Corporation's Certificate of Incorporation, will have
one vote for each share standing registered in his name at the closing of the
transfer books for such meeting, or the record date fixed for such meeting by
the Board, as the case may be, or standing registered in his name at the time of
such meeting if neither a date for the closing of the transfer books nor a
record date for such meeting has been fixed by the Board. The voting at all
meetings of shareholders may be oral, but any qualified voter may demand a vote
by written ballot, whereupon such vote will be taken by written ballot stating
the name of the shareholder, the number of shares voted and, if such ballot be
cast by proxy, the name of such proxy.
4.7 PROXIES. Any shareholder entitled to vote may vote by proxy. The
appointment of a proxy will be in writing signed by the shareholder but will
require no other attestation. Each proxy statement will be filed with the
secretary of the Corporation at or before the meeting. In no case will a proxy
be appointed for a period of over seven (7) years. If any shareholder appoints
two (2) or more persons to act as proxies and if the instrument does not
otherwise provide, a majority of such persons present at the meeting (or if only
one is present, then that one) may exercise all of the powers conferred by such
instrument on all of the persons so appointed, and if such proxies are equally
divided as to the right and manner of voting in any particular case, the vote
will be divided among the proxies. Any person holding shares in a representative
or fiduciary capacity which he may represent in person may represent the same by
proxy and confer general or discretionary power on such proxy. The authority of
a proxy not coupled with an interest may be terminated at will. Unless otherwise
provided in the appointment, the proxy's authority will cease three (3) years
after the appointment. The termination of a proxy's authority by act of the
shareholder will, subject to the time limitations herein set forth, be
ineffective until written notice of the termination has been given to the
secretary of the corporation. Unless otherwise provided therein, an appointment
filed with the secretary will have the effect of revoking all proxy appointments
of prior date. A proxy's authority will not be revoked by the death or
incapacity of the shareholder, unless before the vote is cast or the authority
is exercised written notice of such death or incapacity is given to the
secretary of the Corporation.
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4.8 OFFICERS OF SHAREHOLDERS' MEETINGS. The president, if present, will preside
at all meetings of shareholders. In his absence, the next officer, in due order,
who may be present, will preside. The secretary of the Corporation will act as
secretary of all shareholders' meetings and will keep a true and correct record
of the proceedings of all meetings.
4.9 ORDER OF BUSINESS. The order of business at the annual meeting, and so far
as practicable at all other meetings of the shareholders, will be as follows:
(1) calling meeting to order; (2) calling of roll and checking proxies; (3)
proof of notice of meetings; (4) reading of any unapproved minutes; (5) reports
of officers; (6) reports of committees; (7) election of directors and
establishment of fees, if any, therefor; (8) unfinished business; (9) new
business; and (10) adjournment.
4.10 APPROVAL OF ACTION TAKEN. Any transactions of the shareholders at any
meeting, regardless of how call was made or notice given, will be valid as
though transacted at a meeting duly held by regular call and notice if a quorum
is present and if before or after the meeting each of the shareholders entitled
to vote and not present in person or by proxy signs a written waiver of notice.
All such waivers of notice will be filed with the secretary and made a part of
the records of the meeting.
4.11 CONSENT TO ACTION. Any action, which under any provision of the laws of the
State of Oklahoma, the provisions of the Certificate of Incorporation or these
Bylaws might be taken at either an annual or special meeting of the
shareholders, may be taken without a meeting, prior notice or a vote if a
consent in writing, setting forth the action so taken, is made and signed by the
shareholders of outstanding stock having not less than the minimum number of
votes that would be necessary to take such action at a meeting at which all
shares entitled to vote were present and voted and such consent will be filed
with the secretary and made a part of the corporate records. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who have not consented in writing.
ARTICLE 5 - DIRECTORS
5.1 AUTHORITY. The Board will have charge of the property, interests, business,
transactions and affairs of the Corporation with full power and authority to
manage, control and conduct the same. In addition to the powers and authorities
expressly conferred on the Board by these Bylaws, the Board may exercise all
powers and take such actions as are not by statute, the Certificate of
Incorporation or these Bylaws required to be exercised by the shareholders.
5.2 NUMBER; TERM OF OFFICE. The Board will consist of not less than One (1) nor
more than Fifteen (15) directors. The shareholders at any annual meeting and at
any special meeting called for such purpose may determine the number of
directors which will constitute the Board, and the number so determined will
remain fixed until changed at a subsequent meeting. The directors, except for
the initial director(s) which may have been named in the Certificate of
Incorporation of the Corporation, will be selected at the annual shareholders
meeting and will serve for one (1) year or until a successor is elected and
qualified (even though necessitating a term in excess of one (1) year).
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5.3 QUALIFICATION. A director need not be a shareholder of the corporation.
5.4 VACANCIES. Any vacancy occurring in the Board may be filled by a majority
of the remaining directors or by a sole remaining director, and each person so
elected will serve as a director until removed or until a successor is elected
by the shareholders.
5.5 REMOVAL. The entire Board or any director may be removed from office with
or without cause by a vote of shareholders holding a majority of the outstanding
shares entitled to vote at any annual or special meeting of shareholders.
5.6 DECLARED VACANCIES. The Board will declare vacant the office of a director
if the director is declared of unsound mind by an order of court, convicted of a
felony, fails to accept such office in writing within thirty (30) days after his
election or habitually fails to attend meetings of the Board.
5.7 COMPENSATION OF DIRECTORS. Directors will receive such fees for their
services as are determined from time to time by the Directors, provided that
nothing herein contained will preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
5.8 REGULAR MEETINGS. An annual meeting of the Board for the purpose of
electing officers of the Corporation and the transaction of any other business
coming before such meeting will be held each year immediately following the
adjournment of the annual shareholders meeting, and no notice of such meeting
will be necessary. Other regular meetings of the Board may be held without
notice at such time as is from time to time determined by the Board.
5.9 SPECIAL MEETINGS. Special meetings of the Board may be held at any time on
the written call of the president or, if the president is absent or unable to
act, by any other officer in order of seniority. Such meetings may also be held
at any time without call or notice on the unanimous consent of the directors.
5.10 NOTICE OF MEETINGS. The secretary of the Corporation will serve written
notice to each director of all regular or special meetings, except the annual
meeting immediately following the annual shareholders meeting. Such notice will
be served either personally or by mail not less than seven (7) days before any
meeting, giving the time, place, and in case of special meetings, the purpose
thereof, and no business will be considered at any special meeting other than
the purpose stated in such notice. Any director may, in writing, either before
or after the meeting waive notice thereof and without notice any director by
attendance at any meeting will be deemed to have waived such notice.
5.11 MEMORANDUM OF ACTION. Any action which might be taken at any meeting of the
Board or any committee thereof may be taken without a meeting if all members of
the Board or committee thereof consent to such action in writing, and such
written consent is filed with the minutes of the Board or the committee.
5.12 QUORUM. At all meetings of the Board, a quorum will consist of a majority
of the directors. The acts of a majority of the directors present at a meeting
at which a quorum is present will be the acts of the Board. A minority of the
Board present at any regular or special
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meeting may, in the absence of a quorum, adjourn to a later date, but may not
transact any other business until a quorum has been secured. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting adjourned.
5.13 TELEPHONIC CONFERENCES. Directors may participate in a meeting of the Board
by means of telephone conference 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 will constitute presence in
person at such meeting.
5.14 ELECTION OF OFFICERS. At the annual meeting of the Board, the Board will
elect a president, a vice president, a secretary, a treasurer and such
additional officers of the Corporation as the Board, from time to time,
determines, to serve for the ensuing year or until the election of their
respective successors. The Board may fix the compensation of all officers of the
Corporation or may delegate the power to fix compensation to the officers.
5.15 ORDER OF BUSINESS. The order of business at the annual meetings and so far
as practical at all other meetings of the Board will be as follows: (1) calling
meeting to order; (2) proof of notice of meeting; (3) reading of any unapproved
minutes; (4) reports of officers and directors; (5) reports of committees; (6)
election of officers; (7) unfinished business; (8) new business; and (9)
adjournment.
5.16 MEETING PLACE. Meetings of the Board may be held at such place as is
determined by the Board and stated in the meeting notice.
ARTICLE 6 - EXECUTIVE COMMITTEE
6.1 ELECTION. The Board may elect an Executive Committee composed of one or
more directors and such alternate members as the Board desires. In the absence
or disqualification of any committee member, the other member or members
present, whether or not constituting a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
member.
6.2 DUTIES. The Executive Committee will have all of the powers of the Board in
the interim between meetings of the Board except as may be prohibited by the
Oklahoma General Corporation Act, more specifically Okla. Stat. tit. 18, Section
1027. The Executive Committee will keep minutes of its proceedings which will be
reported to the directors at the next Board meeting.
6.3 MEETINGS. The Executive Committee will meet at such times as may be fixed
by its chairman or on the call of the president. Notice of each meeting will be
given to each member of the Executive Committee in the manner provided for
notice of special meetings of the Board.
6.4 QUORUM; VOTING. A majority of the members of the Executive Committee will
constitute a quorum. The act of the majority of the members of the Executive
Committee present at a meeting at which a quorum is present will be the act of
the Executive Committee. At all meetings of the Executive Committee, each member
present will have one (1) vote which will be cast in person.
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6.5 WAIVER OF NOTICE. Any actions taken at any meeting of the Executive
Committee will be as valid as though taken at a meeting duly held after regular
call and notice, with a quorum present, if, either before or after the meeting,
each of the members of the Executive Committee not present signs a written
waiver of notice.
6.6 REMOVAL. The entire Executive Committee or any member thereof may be
removed with or without cause by a vote of the Board.
6.7 VACANCIES. The Board will fill all vacancies in the Executive Committee.
6.8 ACTION WITHOUT MEETING. Any action which might be taken at a meeting of the
Executive Committee may be taken without a meeting if a written consent thereof
is signed by all members of the Executive Committee and filed with the minutes
of the Executive Committee.
6.9 TELEPHONIC CONFERENCES. Members of the Executive Committee may participate
in a meeting of the Executive Committee by means of telephone conference 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 will constitute presence in person at such meeting.
ARTICLE 7 - COMMITTEES OF DIRECTORS
7.1 DESIGNATION. The Board may designate one or more committees (in addition to
the Executive Committee provided for in Article 6 hereof), to exercise the
powers of the Board and to perform such actions as the Board might determine
from time to time.
7.2 PROCEDURAL RULES. Each committee will be subject to the limitations set
forth in Article 6 hereof and limitations imposed by the Board in the
designation creating such committee, and such committee will comply with the
procedural rules applicable to the Executive Committee.
ARTICLE 8 - OFFICERS
8.1 ENUMERATION; ELECTION; QUALIFICATION. The officers of the Corporation shall
be chosen by the Board and will be a president, one or more vice presidents,
secretary and treasurer, and such assistant secretaries and assistant treasurers
as the Board, in its discretion, determines. Two or more offices at the same
time may be held by the same person.
8.2 TERM OF OFFICE; REMOVAL. The officers of the Corporation will hold office
until their successors are chosen and qualify. Any officer elected by the Board
may be removed at any time with or without cause by the Board.
8.3 VACANCIES. If any office becomes vacant for any reason, the vacancy may be
filled by the Board.
8.4 THE PRESIDENT. The president will: (a) exercise the duties of supervision
and management of the business of the Corporation; (b) preside at all meetings
of the shareholders and directors; (c) sign such contracts and other instruments
as may be required in the ordinary course of the Corporation's business; (d)
sign the minutes of all shareholders' and directors' meetings over
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which the president presided; (e) execute notes, mortgages and other contracts
requiring the seal of the Corporation; (f) at the annual meeting of
shareholders, submit a report of the operations of the Corporation's affairs;
(g) report to the Board from time to time all matters coming to his attention
which should be brought to the attention of the Board; (h) be an ex officio
member of all standing committees; (i) have such usual powers of supervision and
management as may pertain to the office of the president; and (j) perform such
other duties as may be properly required by the Board.
8.5 VICE PRESIDENT(S). In the absence, failure or refusal of the president to
act, the vice president will perform all duties which would otherwise be
performed by the president and shall perform such other duties and have such
other powers as the Board may from time to time prescribe.
8.6 SECRETARY; ASSISTANT SECRETARY. The secretary will: (a) attend all meetings
of the Board and shareholders and record all votes and minutes of such
proceedings; (b) issue calls for meetings of shareholders and directors; (c)
notify all officers and directors of their election; (d) keep the seal of the
Corporation and affix the same to such instruments as might be required; (e)
keep the stock transfer books and other Corporation books and records; transfer
stock certificates as required by the transactions of the Corporation and its
shareholders; (f) attest the Corporation's execution of instruments when
requested; (g) make such reports to the Board as are requested; (h) prepare such
reports as are required by the laws of the jurisdictions in which the
Corporation conducts business; (i) perform such other duties as may be
prescribed by the president and the Board; (j) allow any director to inspect the
books and records of the Corporation; (k) attend to any correspondence
requested; and (1) do such other duties as may be incidental to the office or as
may be properly assigned by the Board. The assistant secretary or secretaries
will perform the duties of the secretary in the case of the secretary's absence
or disability and such other duties as the secretary, president, or the Board
may determine.
8.7 TREASURER; ASSISTANT TREASURER. The treasurer will: (a) have custody of all
money and securities of the Corporation; (b) keep regular books of account; (c)
disburse the funds of the Corporation in payment of the Corporation's debts as
requested by the president and the Board; (d) see that proper vouchers are taken
for such disbursements; (e) render to the president and the Board, from time to
time, as requested an account of all such transactions and of the financial
condition of the Corporation; (f) perform all duties incident to the office or
which are properly requested by the president and the Board. The assistant
treasurer or treasurers will perform the duties of the treasurer in the event of
the treasurer's absence or disability and such other duties as the treasurer,
president or the Board may determine.
8.8 DELEGATION OF DUTIES. In case of the absence or disability of any officer
or for any other reason that the Board deems sufficient, the Board may delegate
the powers or duties of an officer to any other officer or to any director.
ARTICLE 9 - SHARE CERTIFICATES
9.1 CERTIFICATES. Each shareholder whose shares have been paid for in full will
be entitled to a certificate or certificates evidencing the number of shares
standing on the books in the shareholder's name. Each certificate will be
numbered, bear the signatures of the chairman or
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vice chairman of the Board, or the president or vice president, and the
treasurer or an assistant treasurer or the secretary or an assistant secretary,
certify the number of shares represented by the certificate, bear the seal of
the corporation and be issued in numerical order. A record of each certificate
issued will be maintained by the Corporation. Any or all the signatures 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 the person who signed the certificate was such officer, transfer agent or
registrar at the date of issue.
9.2 TRANSFER. The secretary will transfer shares on the books of the
Corporation on the surrender of the duly endorsed certificate or certificates
representing the transferred shares and evidence of compliance with any
agreement restricting transfer by which the shareholder is bound. Surrendered
certificates will be canceled and new certificates issued to the shareholder
entitled thereto.
9.3 FIXING RECORD DATE. In order to determine the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of
shareholder's rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix a date, which date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. In such case, only such shareholders of record
on the date so fixed will be entitled to such rights notwithstanding any
transfer of shares of the Corporation after such record date, and the
Corporation shall not be bound to recognize any equitable or other claim or
other interest in such shares in the part of any other person, whether or not
the Corporation shall have express or other notice thereof.
9.4 REGISTERED SHAREHOLDERS. The Corporation will be entitled to treat the
shareholder of record as the absolute owner thereof and will not be bound to
recognize any other claim or interest in such shares on the part of any other
person whether or not the Corporation has notice thereof.
9.5 LOST CERTIFICATES. Any shareholder claiming a share certificate to be lost,
stolen or destroyed will make an affidavit of such fact and advertise the same
in such manner as the Board may require, and the Board may in their discretion
require such shareholder to give the Corporation an indemnity bond in such sum
as the Board determines against any claim that might be made on account of the
loss of such certificate. A replacement certificate may be issued without
advertising and without requiring indemnification when, in the judgment of the
Board, it is proper to do so.
9.6 INSPECTION OF BOOKS. Except as required by law, the Board will determine,
from time to time, the extent and conditions under which the accounts, books and
records of the Corporation will be open to inspection by the shareholders, and
the shareholders' right to inspect will be limited accordingly.
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9.7 TREASURY SHARES. Treasury and other shares not at the time issued and
outstanding will not be voted at any meeting of the shareholders or counted in
calculating any voting majority.
ARTICLE 10 - FISCAL YEAR
The fiscal year of the Corporation will be determined by the Board.
ARTICLE 11 - EXECUTION OF INSTRUMENTS
11.1 CONTRACTS. The Board may authorize any officer, or agent to execute and
deliver on behalf of the Corporation any contract or other instrument, and such
authority may be general or may be confined to specific instances.
11.2 CHECKS; DRAFTS. All checks, drafts, notes, acceptances, other orders for
payment or evidence of indebtedness issued by the Corporation will be signed by
such officers or agents and in such manner as is determined from time to time by
the Board.
11.3 DEPOSITS; BANK ACCOUNTS. All funds of the Corporation will be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may from time to time designate or
as may be designated by an officer of the Corporation to whom such power of
designation may from time to time be delegated by the Board. The Board may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as the Board deems expedient.
Unless otherwise provided by the Board, endorsements for deposit to the credit
of the Corporation may be made by hand-stamped legend in the name of the
Corporation or by written endorsement of any officer without countersignature.
11.4 LOANS. No loans will be contracted on behalf of the Corporation unless
authorized by the Board but, when so authorized, unless a particular officer or
agent is directed to negotiate the same, may be negotiated up to the amount so
authorized, by the president or a vice president or the treasurer, and such
officers are hereby severally authorized to execute and deliver on behalf of the
Corporation notes or other evidences of indebtedness for the amount of such
loans and to give security for the payment of any and all indebtedness by
hypothecating any part or all of the real or personal property at any time owned
by the Corporation.
11.5 SECURITIES. Stock certificates, bonds or other securities at any time owned
by the Corporation may be held on behalf of the Corporation or sold, transferred
or otherwise disposed of pursuant to authorization by the Board. When so
authorized the stock certificates, bonds or other securities may be transferred
by the signature of the president.
ARTICLE 12 - DIVIDENDS
12.1 DECLARATION. Dividends on the stock of the Corporation may be declared by
the Board at any regular or special meeting and paid out of the Corporation's
surplus, as defined in and computed in accordance with the provisions of
Sections 1035 and 1079 of the Oklahoma General Corporation Act or if there is no
such surplus out of the Corporation's net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year except as limited by
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Section 1049 (A) of the Oklahoma General Corporation Act. Dividends may be paid
in cash, in property or in shares of the capital stock.
12.2 RESERVE FUND. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sums as the Board may
from time to time, in its discretion, deem proper as a reserve fund to meet
contingencies of the Corporation or for such other purposes as the Board deems
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE 13 - NOTICES
13.1 FORM OF NOTICES. Whenever notice is required, the same will be given in
writing, by mail, by depositing the same in the United States mail addressed to
the person entitled to notice at the address on file with the Corporation, and
such notice will be deemed to be given at the time when it is mailed.
13.2 WAIVER OF NOTICE. Any person may waive any notice required to be given
under these Bylaws by a written waiver signed by the person entitled to such
notice, whether before or after the time stated therein, and such waiver will be
deemed equivalent to the actual giving of such notice.
ARTICLE 14 - AMENDMENTS
These Bylaws may be amended, altered, changed or repealed by the vote of
the directors or the shareholders at any regular or special meeting if notice of
the proposed amendment is contained in the notice of the meeting.
ARTICLE 15 - INDEMNIFICATION
15.1 THIRD PARTY ACTIONS. The Corporation will have the power to 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 such person 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
another corporation, partnership, joint venture, trust 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 if such person acted in good faith and in a
manner 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 the conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner which was
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 the conduct was unlawful.
15.2 ACTIONS BY CORPORATION. The Corporation will have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed
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action or suit by or in the right of the Corporation to procure a judgment in
the corporation's favor by reason of the fact that such person 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
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorney's fees actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no
indemnification will be made in respect of any claim, issue or matter as to
which such person is adjudged to be liable for negligence or misconduct in the
performance of a duty to the Corporation, unless and only to the extent that the
court in which such action or suit was brought determines upon application that,
despite 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 deems proper.
15.3 RIGHT TO INDEMNIFICATION. To the extent that any present or former
director, officer, employee or person who is or was serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, or any agent of the
Corporation or any person who is or was serving at the request of the
Corporation as an agent of another corporation, partnership, joint venture,
trust or other enterprise, has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 15.1 or 15.2
or in defense of any claim, issue or matter therein, such person will be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith.
15.4 AUTHORIZATION OF INDEMNIFICATION. Any indemnification under Sections 15.1
or 15.2 (unless ordered by a court) will be made by the Corporation only as
authorized in the specific case on 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 Sections 15.1 or
15.2. Such determination will be made by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or if a quorum of the directors is not obtainable, or even if it is
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the shareholders.
15.5 ADVANCE INDEMNIFICATION. Expenses incurred 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 on receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it is ultimately determined that such person is entitled to
be indemnified by the Corporation as authorized by the provisions of this
Article.
15.6 NONEXCLUSIVE INDEMNIFICATION. The indemnification provided by this Article
15 will not be deemed exclusive of any other rights to which those seeking
indemnification might be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office, and will
continue as to a person who has ceased to be a director, officer, employee or
agent and inure to the benefit of the heirs, executors and administrators of
such person.
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15.7 INSURANCE. The Corporation will have the power to 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 another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
and incurred by such person 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 such person against such liability under the provisions of this
Article 15.
15.8 CONSTITUENT CORPORATION. For the purposes of this Article, references to
"the Corporation" include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise will stand in
the same position under the provisions of this Article 15 with respect to the
resulting or surviving corporation in the same capacity.
Dated this 11th day of February, 1998.
/s/ Virginia Todd
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Secretary
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