Exhibit 3.2
Amended and Restated Bylaws
of
ESKIMO PIE CORPORATION
ARTICLE I - Stock
1. Certificates for Stock. Certificates of Stock shall be issued in
----------------------
numerical order, be signed by the Chairman of the Board of Directors, the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer, and sealed with the corporate seal;
provided, that where any Certificate of Stock is signed by a duly appointed and
authorized Transfer Agent or Registrar the signatures of the Chairman of the
Board of Directors, the President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer may be facsimile, engraved or
printed, and the seal of the corporation on any such Certificate of Stock may be
facsimile, engraved or printed. 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.
2. Transfers of Stock. Transfers of stock shall be made only upon the books
------------------
of the corporation, and only by the person named in the certificate or by
attorney, lawfully constituted in writing, and only upon surrender of the
certificate therefor. The directors may by resolution make reasonable
regulations for the transfers of stock. To the extent that any provision of the
Rights Agreement between the corporation and First Union National Bank, as
Successor Rights Agent, dated as of January 21, 1993, is deemed to constitute a
restriction on the transfer of any securities of the corporation, including,
without limitation, the Rights, as defined therein, such restriction is hereby
authorized by the bylaws of the corporation.
3. Holders of Record. Registered shareholders only shall be entitled to be
-----------------
treated by the corporation as the holders in fact of the stock standing in their
respective names and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Virginia.
4. Lost or Destroyed Certificates. In case of loss or destruction of any
------------------------------
certificate of stock another may be issued in its place upon satisfactory proof
of such loss or destruction and upon the giving of a satisfactory bond of
indemnity to the corporation, all as determined either expressly by the
directors or pursuant to general authority granted by them.
ARTICLE II - Shareholders' Meetings
1. Place of Meetings. Meetings of the shareholders shall be held at such
-----------------
place, within or outside the Commonwealth of Virginia, as the Board of Directors
may determine.
2. Annual Meeting. The annual meeting of the shareholders of the
--------------
corporation, for the election of directors to succeed those whose terms expire,
and for the transaction of such other business as may come before the meeting,
shall be held on the first Wednesday in May of each year, if not a legal
holiday, and if a legal holiday, then on the first business day following, at
ten o'clock in the forenoon, or on such other date and at such other time as may
be fixed by the Board of Directors. If the annual meeting of the shareholders
be not held as herein prescribed, the election of directors may be held at any
meeting thereafter called pursuant to these Bylaws.
3. Special Meetings. Special meetings of the shareholders may be called by
----------------
the Chairman of the Board, if one is elected, or the President or the Board of
Directors.
4. Notice of Meetings. Written notice of the place, date and hour of the
------------------
annual and of all special meetings of the shareholders and, in the case of
special meetings, of the purpose or purposes for which such special meeting is
called, shall be given in the manner specified in Section 1 of Article VII of
these Bylaws not less than ten (10) nor more than sixty (60) days prior to the
meeting (except that notice of a shareholders' meeting to act on an amendment of
the articles of incorporation, a plan of merger or share exchange, a proposed
sale of assets other than in the ordinary course of business, or the dissolution
of the corporation shall be given not less then twenty-five nor more than 60
days before the meeting date), to each shareholder of record of the corporation
entitled to vote thereat. Business transacted at all special meetings shall be
confined to the purposes stated in the notice.
5. Quorum. A quorum at any annual or special meeting of the shareholders
------
shall consist of shareholders holding a majority of the capital stock of this
corporation outstanding and entitled to vote thereat, represented either in
person or by proxy, except as otherwise specifically provided by law or in the
Articles of Incorporation.
6. Adjourned Meetings. A properly called shareholders' meeting may be
------------------
adjourned from time to time by a majority in interest of those present in person
or by proxy and entitled to vote thereat. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is
for more than 120 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 shareholder of record entitled to vote at the meeting; otherwise, no notice
of such adjourned meeting need be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. The absence from
any meeting of shareholders holding the number of shares of stock of the
corporation required by law, the Articles of Incorporation or these Bylaws for
action upon any given matter shall not prevent action at such meeting upon any
other matter or matters which may properly come before the meeting, if there
shall be present thereat in person or by proxy shareholders holding the number
of shares of stock of the corporation required in respect of such other matter
or matters.
2
7. Inspectors of Election. In advance of any meeting of shareholders, the
----------------------
Chairman of the Board, President, Treasurer or Secretary of the corporation
shall appoint one or more inspectors of election to serve at such meeting and to
make a written report with respect thereto. In addition, any such officer may,
but shall not be required to, designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of shareholders, the presiding officer at
such meeting shall appoint one or more inspectors to act at the meeting. Each
inspector shall discharge his or her duties in accordance with applicable law
and shall, before entering upon the discharge of his or her duties, take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.
8. List of Shareholders. A complete list of the shareholders entitled to
--------------------
vote at each annual or special meeting of the shareholders of the corporation,
arranged in alphabetical order, showing the address of record of each and the
number of voting shares held by each, shall be prepared by the Secretary or the
transfer agent, who shall have charge of the stock ledger, and at least ten
(10) days before every such meeting shall be kept on file at the principal
office of the corporation or at the office of its transfer agent or registrar,
and shall, during the usual hours for business, be open to the examination of
any shareholder in accordance with Virginia law, and during the whole time of
said meeting be open to the examination of any shareholder for the purposes
thereof.
9. Voting. Subject to the provisions of Section 10 of this Article II of
------
these Bylaws, each holder of stock of a class which is entitled to vote in any
election or on any other questions at any annual or special meeting of the
shareholders shall be entitled to one vote, in person or by written proxy, for
each share of such class held of record. Except where, and to the extent that,
a different percentage of votes and/or a different exercise of voting power is
prescribed by law, the Articles of Incorporation or these Bylaws, the following
applies:
(i) Any corporate action, except the election of directors, an
amendment or restatement of the Articles of Incorporation, a merger, a
statutory share exchange, sale or other disposition of all or substantially
all the corporation's assets otherwise than in the usual and regular course
of business, or dissolution shall, for each voting group entitled to vote on
the matter, be approved at a meeting at which a quorum of the voting group
is present if the votes cast in favor of the action exceed the votes cast
against the action;
(ii) Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present; and
(iii) An amendment or restatement of the Articles of Incorporation, a
merger, statutory share exchange, sale or other disposition of all or
substantially all the corporation's assets otherwise than in the usual and
regular course of business, or dissolution shall be approved by a majority
of the votes present and entitled to vote by
3
each voting group entitled to vote on the transaction at a meeting at which
a quorum of the voting group is present.
10. Determination of Shareholders of Record. The share transfer books may
---------------------------------------
be closed by order of the board of directors for not more than 70 days for the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of the shareholders or any adjournment thereof (or entitled to receive
any distribution or in order to make a determination of shareholders for any
other purpose). In lieu of closing such books, the board of directors may fix
in advance as the record date for any such determination a date not more than 70
days before the date on which such meeting is to be held (or such distribution
made or other action requiring such determination is to be taken). If the books
are not thus closed or the record date is not thus fixed, the record date shall
be the close of business on the day before the effective date of the notice to
shareholders.
11. Matters to be Brought Before Shareholders' Meetings. Except as
---------------------------------------------------
otherwise provided by law, at any annual or special meeting of shareholders only
such business shall be conducted as shall have been properly brought before the
meeting in accordance with this Section.
In order to be properly brought before the meeting, such business must have
either been (i) specified in the written notice of the meeting (or any
supplement thereto) given to shareholders of record on the record date for such
meeting by or at the direction of the Board of Directors, (ii) brought before
the meeting at the direction of the Board of Directors or the officer presiding
over the meeting, or (iii) specified in a written notice given by or on behalf
of a shareholder of record on the record date for such meeting entitled to vote
thereat or a duly authorized proxy for such shareholder, in accordance with all
the following requirements.
A notice referred to in clause (iii) hereof must be delivered personally to,
or mailed to and received at, the principal executive office of the corporation,
addressed to the attention of the Secretary, not more than ten (10) days after
the date of the initial notice referred to in clause (i) hereof, in the case of
business to be brought before a special meeting of shareholders, and not less
than thirty (30) days prior to the first anniversary date of the initial notice
referred to in clause (i) hereof of the previous year's annual meeting, in the
case of business to be brought before an annual meeting of shareholders,
provided, however, that such notice shall not be required to be given more than
ninety (90) days prior to an annual meeting of shareholders. Such notice
referred to in clause (iii) hereof shall set forth:
(a) a full description of each such item of business proposed to be
brought before the meeting;
4
(b) the name and address of the person proposing to bring such business
before the meeting;
(c) the class and number of shares held of record, held beneficially and
represented by proxy by such person as of the record date for the meeting
(if such date has been made publicly available) and as of the date of such
notice;
(d) if any item of such business involves a nomination for director, all
information regarding each such nominee that would be required to be set
forth in a definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended, or any successor thereto and the written consent of
each such nominee to serve if elected; and
(e) all other information that would be required to be filed with the
Securities and Exchange Commission if, with respect to the business
proposed to be brought before the meeting, the person proposing such
business was a participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor thereto.
Any matter brought before a meeting of shareholders upon the affirmative
recommendation of the Board of Directors where such matter is included in the
written notice of the meeting (or any supplement thereto) and accompanying proxy
statement given to shareholders of record on the record date for such meeting by
or at the direction of the Board of Directors is deemed to be properly before
the shareholders for a vote and does not need to be moved or seconded from the
floor of such meeting. No business shall be brought before any meeting of
shareholders of the corporation otherwise than as provided in this Section.
ARTICLE III - Board of Directors
1. Number; Term of Office; Powers. The business and affairs of the
------------------------------
corporation shall be under the direction of a Board of Directors, consisting of
a minimum of five (5) and a maximum of eight (8) persons, with the number to be
fixed or changed from time to time, within such minimum and maximum range, by
resolution of the Board of Directors. In the absence of a specific resolution
to the contrary, the number of directors shall be fixed at the number of persons
nominated by the Board of Directors for election as directors in connection with
the annual meeting of shareholders. Directors shall be elected for one year,
and shall hold office until their successors are elected and qualified.
Directors need not be shareholders. In addition to the power and authority
expressly conferred upon them by the Bylaws and the Articles of Incorporation,
the Board of Directors may exercise all such powers of the corporation and do
all such lawful acts and things as are not by law or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.
2. Eligibility to Serve. No person shall be eligible to stand for election
--------------------
or re-election to the Board of Directors in the corporation's fiscal year in
which such person shall have his or her 70th birthday, except that any director
serving at January 1, 1996 who was then 65 years old or older shall continue to
be eligible to serve until age 72.
5
3. Resignations. Any director may resign at any time by giving written
------------
notice of resignation to the Board of Directors, to the Chairman of the Board of
Directors or to the Secretary of the corporation. Any such resignation shall
take effect at the time specified therein, or if the time be not specified
therein, the upon receipt thereof. The acceptance of such resignation shall not
be necessary to make it effective.
4. Vacancies. Except as otherwise specifically provided by law, the
---------
Articles of Incorporation or these Bylaws, all vacancies in the Board of
Directors, whether caused by resignation, death, increase in the number of
authorized directors or otherwise, may be filled by a majority of the Board of
Directors then in office, even though less than a quorum, or by the shareholders
at a special meeting. A director thus elected to fill any vacancy shall hold
office until the next annual meeting of shareholders and until a successor is
elected and qualified.
5. Annual Meeting. The annual meeting of the Board of Directors, for the
--------------
election of officers and the transaction of other business, shall be held on the
same day and at the same place as, and as soon as practicable following, the
annual meeting of shareholders, or at such other date, time or place within or
outside the Commonwealth of Virginia as the directors may by resolution
designate.
6. Regular Meetings. Regular meetings of the Board of Directors shall be
----------------
held at such times, and at such place within or outside the Commonwealth of
Virginia, as the Board of Directors may from time to time by resolution
designate.
7. Special Meetings. Special meetings of the directors may be called at any
----------------
time by the Chairman of the Board of Directors or the President; or by the
Secretary upon written request of one-third of the directors, such request
stating the purpose for which the meeting is to be called. Special meetings
shall be held at the principal office of the corporation or at such office
within or outside the Commonwealth of Virginia as the directors may from time to
time designate.
8. Notice of Meetings. Except as otherwise required by law or a resolution
------------------
of the Board of Directors, notice of special meetings of the Board of Directors
or of any committee of the Board of Directors shall be given to each director or
to each committee member, as the case may be, by mail at least two days before
the day on which the meeting is to be held or by personal delivery, word-of-
mouth, telephone, telegraph, radio, cable or other comparable means at least six
hours before the time at which the meeting is to be held. Such notice shall
state the time and place of such meeting, but need not state the purposes
thereof unless otherwise required by law. No notice need be given of the annual
meeting of directors or of regular meetings of directors or of committees of the
Board of Directors, provided that, whenever the time or place of such meetings
shall be fixed or changed, notice of such action shall be given promptly to each
director or to each committee member, as the case may be, who shall not have
been present at the meeting at which such action was taken.
9. Quorum; Adjourned Meetings; Required Vote. A majority of the Board of
-----------------------------------------
Directors as constituted from time to time shall be necessary and sufficient at
all meetings to
6
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of those present may adjourn the meeting from time to time and the
meeting may be held as adjourned without further notice provided a quorum be
present at such adjourned meeting. Unless otherwise specifically provided by the
Articles of Incorporation or law, the act of a majority of the directors present
at any properly convened meeting at which there is a quorum shall be the act of
the Board of Directors.
10. Committees. Standing or Temporary Committees may be appointed from
----------
their own number by the Board of Directors from time to time, and the directors
may from time to time vest such committees with such powers as the directors may
see fit, subject to such conditions as the directors may prescribe or as may be
prescribed by law. All committees shall consist of two or more directors. The
term of office of the members of each committee shall be as fixed from time to
time by the Board of Directors; provided, however, that any committee member who
ceases to be a director shall ipso facto cease to be a committee member. Any
----------
member of any committee may be removed at any time with or without cause by the
Board of Directors, and any vacancy in any committee may be filled by the Board
of Directors. All committees shall keep regular minutes of their transactions
and shall cause them to be recorded in books kept for that purpose in the office
of the corporation, and shall report the same to the Board of Directors at their
regular meetings. Subject to this Section 9 and except as otherwise determined
by the Board of Directors, each committee may make rules for the conduct of its
business.
11. Compensation. Directors, as such, may receive, pursuant to resolution
------------
of the Board of Directors, fixed fees, other compensation and expenses for their
services as directors, including, without limitation, services as chairmen or as
members of committees of the directors; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
12. Consents in Writing. 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 all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.
13. Participation by Conference Telephone. Members of the Board of
-------------------------------------
Directors or of any committee may participate in a meeting of such Board of
Directors or committee, as the case may be, by means of 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 by such means
shall constitute presence in person at the meeting.
14. Shareholder Instructions. The Board of Directors, in exercising its
------------------------
rights and duties with respect to the administration of the Shareholder Rights
Agreement, dated January 21, 1993, between this corporation and Mellon
Securities Trust Company, as rights agent (the "Rights Agreement") and any
rights, options or warrants for the purchase of shares of Eskimo or other
instrument of a similar type or kind, will carry out a resolution authorizing
the partial or complete redemption of, or amendment to, the Rights Agreement, if
such resolution is authorized
7
and approved by the affirmative vote of shareholders owning or having the right
to vote a majority of the capital stock of Eskimo. The provisions of this
Section 14 may be repealed or amended only with the affirmative vote of holders
of (sic) owning or having the right to vote a majority of the shares of this
corporation entitled to vote thereon.
ARTICLE IV - Officers
1. Officers. The officers of the corporation shall be a Chairman of the
--------
Board of Directors, a President, one or more Vice Presidents, one or more of
whom may be an Executive Vice President, a Secretary, a Treasurer, and such
other officers and assistant officers as the Board of Directors shall deem
appropriate, all of whom shall be elected annually by the Board of Directors.
One person may hold more than one office.
2. Chairman of the Board. The Chairman of the Board of Directors shall
---------------------
preside at all meetings of shareholders and directors, shall be the chief
executive officer of the corporation and, subject to the direction of the Board
of Directors, shall have general supervision and management of the business and
affairs of the corporation and shall perform all such other duties as are
incident to such office or are properly required by the Board of Directors.
3. President. The President shall be the chief operating officer of the
---------
corporation and shall, subject to the direction of the Board of Directors and
the Chairman of the Board of Directors, direct and supervise the business and
affairs of the corporation and shall perform all such other duties as are
incident to such office or as are properly required by the Board of Directors or
the Chairman of the Board of Directors. During the absence or disability of the
Chairman of the Board of Directors, the President shall exercise all powers and
discharge all the duties of the Chairman of the Board of Directors.
4. Executive Vice Presidents and Other Vice Presidents. Each of the
---------------------------------------------------
Executive Vice Presidents and other Vice Presidents shall perform such duties as
are properly required by the Board of Directors, the Chairman of the Board of
Directors or the President.
5. Treasurer. The Treasurer shall have the custody of all moneys and
---------
securities of the corporation and shall keep or cause to be kept accurate
accounts of all money received or payments made in books kept for that purpose.
The Treasurer shall deposit or cause to be deposited funds of the corporation in
accordance with Article V, Section 2 of these Bylaws and shall disburse the
funds of the corporation by checks or vouchers as authorized by the Board of
Directors. The Treasurer shall keep or cause to be kept all books of accounts
and accounting records of the corporation and shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation. The Treasurer shall prepare or cause
to be prepared appropriate financial statements for the corporation and shall
have such other powers and perform such other duties as may be incident to the
office of Treasurer.
6. Secretary. The Secretary shall keep the minutes of the meetings of the
---------
shareholders and of the Board of Directors, and, when required, the minutes of
the meetings of the committees, and shall be responsible for the custody of all
such minutes. The Secretary shall
8
be responsible for the custody of the stock ledger and documents of the
corporation. The Secretary shall have custody of the corporate seal and shall
affix and attest such seal to any instrument whose execution under seal shall
have been duly authorized and enjoy all other powers incident to the office of
Secretary.
7. Other Officers and Assistant Officers. All other officers and assistant
-------------------------------------
officers shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors, the Chairman of the
Board of Directors or the President.
8. Term of Office; Vacancies. Each officer shall hold office until the
-------------------------
annual meeting of the Board of Directors following the end of the term of the
Board by which such officer is elected, except in the case of earlier death,
resignation or removal. Vacancies in any office arising from any cause may be
filled by the directors at any regular or special meeting.
9. Removal. Any officer elected or appointed by the Board of Directors may
-------
be removed at any time, with or without cause, by the Board of Directors.
10. Proxies. Unless otherwise prescribed by the Board of Directors, the
-------
Chairman of the Board of Directors or the President may from time to time
himself, by such proxy or proxies, attorney or attorneys, agent or agents of the
corporation as he shall designate in the name and on behalf of the corporation,
cast the votes to which the corporation may be entitled as a shareholder or
otherwise in any other corporation, at meetings, or consent in writing to any
action by any such other corporation; and he may instruct the individual or
individuals so appointed as to the manner of casting such votes or giving such
consent, and execute or cause to be executed on behalf of the corporation such
written proxies, consents, waivers or other instruments as he may deem necessary
or desirable.
ARTICLE V - Dividends and Finance
1. Dividends. Dividends may be declared to the full extent permitted by law
---------
at such times as the Board of Directors shall direct.
2. Deposits; Withdrawals; Notes and Other Instruments. The moneys of the
--------------------------------------------------
corporation shall be deposited in the name of the corporation in such banks or
trust companies as shall be designated by, and shall be drawn out only by check
signed by, persons designated from time to time, by the Board of Directors or by
an officer of this corporation to whom the Board of Directors has delegated such
authority. All notes and other instruments for the payment of money shall be
signed or endorsed by officers or other person authorized from time to time by
the Board of Directors or by an officer of this corporation to whom the Board of
Directors has delegated such authority.
3. Fiscal Year. The fiscal year of the corporation shall date from the
-----------
first day of January in each year.
ARTICLE VI - Books and Records; Offices
9
1. Books and Records. The books, accounts and records of the corporation,
-----------------
except as may be otherwise required by the laws of the Commonwealth of Virginia,
may be kept within or outside of the said State at such places as the Board of
Directors may from time to time appoint.
2. Offices. The corporation may have offices in the City of Richmond,
-------
Virginia and at such other places as the Board of Directors may from time to
time designate or the business of the corporation may require.
ARTICLE VII - Notices
1. Notices. Whenever any provision of law or these Bylaws requires notice
-------
to be given to any director, officer or shareholder, such notice may be given in
writing by mailing the same to such director, officer or shareholder at his or
her address as the same appears in the books of the corporation, unless such
shareholder shall have filed with the Secretary a written request that notices
intended for him or her be mailed to some other address, in which case it shall
be mailed to the address designated in such request. The time when the same
shall be mailed shall be deemed to be the time of the giving of such notice.
This section shall not be deemed to preclude the giving of notice by other means
if permitted by the applicable provision of law or these Bylaws.
2. Waivers of Notice. A waiver of any notice in writing, signed by a
-----------------
shareholder or director, whether before or after the time stated in said waiver
for holding a meeting, shall be deemed equivalent to a notice required to be
given to any shareholder or director.
A shareholder's or director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless he at the beginning of
the meeting or promptly upon his arrival objects to the holding of the meeting
or the transaction of business at the meeting and does not thereafter vote for
or assent to the action taken at the meeting.
ARTICLE VIII - Conflict of Interest
1. Interested Directors or Officers. 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 the directors or officers of the
corporation 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 of the corporation is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if:
(i) the material facts of the transaction and the director's or
officer's interest are disclosed or known to the board of directors or a
committee of the board of directors, and the transaction was authorized,
approved or ratified by the affirmative vote of a majority of the directors
on the board of directors, or on the committee, who have no
10
direct or indirect personal interest in the transaction; provided, however,
that a transaction shall not be authorized, approved or ratified by a single
director; or
(ii) the material facts of the transaction and the director's or
officer's interest are disclosed to the shareholders entitled to vote, and
the transaction is authorized, approved or ratified by the vote of a
majority of the shares other than shares owned by or voted under the control
of a director or officer who has a direct or indirect interest in the
transaction; or
(iii) the transaction is fair to the corporation.
ARTICLE IX - Seal
1. Seal. The corporate seal of the corporation shall be a flat-face
----
circular die containing the name of the corporation, of which there may be any
number of counterparts or facsimiles, in such form as the Board of Directors
shall from time to time adopt.
ARTICLE X - Amendments
1. Amendments. These bylaws may be amended or repealed by the Board of
----------
Directors except to the extent that: (i) this power is reserved exclusively to
the shareholders by law or the articles of incorporation; or (ii) the
shareholders in adopting or amending particular bylaws provide expressly that
the Board of Directors may not amend or repeal the same. These bylaws may be
amended or repealed by the shareholders even though the same also may be amended
or repealed by the Board of Directors.
11