CODE OF REGULATIONS
OF
VENTURE PACKAGING MIDWEST, INC.
Set forth below is the Code of Regulations (the "Regulations") of
Venture Packaging Midwest, Inc., an Ohio corporation (the "Company"), for
the government of the Company, the conduct of its affairs and the
management of its properties, as adopted by the shareholders of the Company
effective as of August 10, 1995.
ARTICLE I
OFFICES
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1.1 PRINCIPAL OFFICE.
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The principal office of the Company shall be at such place in the City
of Monroeville, Huron County, Ohio, as may be designated from time to time
by the Board of Directors of the Company (the "Board").
1.2 OTHER OFFICES.
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The Company shall also have offices at such other places within, as
well as without, the State of Ohio as the Board may from time to time
determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
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2.1 ANNUAL MEETING.
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The annual meeting of the shareholders of the Company for the purpose
of fixing or changing the number of directors of the Company, electing
directors, considering financial statements and other reports and
transacting such other business as may properly come before the meeting
shall be held at such time as determined by the Board in each year, but in
no event later than six (6) months after the close of a fiscal year in each
year, beginning with the fiscal year of the Company ending in 1994. Upon
due notice, there may also be considered and acted upon at the annual
meeting of the shareholders of the Company any matter which may properly be
considered and acted upon at a special meeting of the shareholders of the
Company, in which case and for which purpose the annual meeting of the
shareholders of the Company shall also be considered as, and shall be, a
special meeting of the shareholders of the Company. If the annual meeting
of the shareholders of the Company is not held or if directors of the
Company are not elected thereat, a special meeting of the shareholders may
be called and held for that purpose.
2.2 SPECIAL MEETINGS.
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Special meetings of the shareholders of the Company may be called at
any time by (i) the Chairman of the Board or President of the Company, (ii)
a majority of the Board acting with or without a meeting or (iii) the
holder or holders of at least twenty percent (20%) of all the shares of the
Company outstanding and entitled to vote thereat.
2.3 PLACE OF MEETINGS.
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Meetings of the shareholders of the Company shall be held at the
principal office of the Company in the City of Monroeville, Ohio, unless
the Board decides that a meeting shall be held at some other place within
or without the State of Ohio and causes the notice thereof to so state.
2.4 NOTICE OF MEETINGS.
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Unless waived, a written, printed or typewritten notice of the hour,
day, place and purpose or purposes of any meeting of shareholders of the
Company shall be given to each shareholder entitled thereto not less than
seven (7) days nor more than sixty (60) days before the date fixed for the
meeting and as prescribed by law. Such notice shall be given either
personal delivery or mailed to each shareholders of the Company entitled to
notice of or to vote at such meeting by or at the direction of the Chairman
of the Board of the Company, President of the Company, the Secretary of the
Company or any other person authorized by the Board or required by these
Regulations to give such notice. If such notice is mailed, it shall be
directed, postage prepaid, to the shareholders of the Company at their
respective addresses as they appear upon the records of the Company, and
notice shall be deemed to have been given on the day so mailed. If any
meeting is adjourned to another time or place, no notice as to such
adjourned meeting need be given other than by announcement at the meeting
at which such an adjournment is taken. No business shall be transacted at
any such adjourned meeting except as might have been lawfully transacted at
the meeting at which such adjournment was taken. All notices with respect
to any shareholders of record in the name of two or more persons may be
given to one of such persons who was named first upon the books of the
Company, and notice so given shall be sufficient and effective notice to
all the holders of such shares.
Upon request in writing delivered either in person or by registered
mail to the Chairman of the Board, President or Secretary of the Company by
any person or persons entitled to call a meeting of the shareholders of the
Company, such officer shall cause to be given to the shareholders entitled
thereto notice of a meeting to be held on a date not less than seven (7)
days nor more than sixty (60) days after the receipt of such request, as
such officer, in his sole and absolute discretion, may fix. If such notice
is not given within five (5) days after the delivery or mailing of such
request, the person or persons calling the meeting may fix the time of the
meeting and give notice thereof as provided in this Section 4.
Every person who by operation of law, transfer or otherwise shall
become entitled to any share or right or interest therein shall be bound by
every notice in respect of such share which, prior to his name and address
being entered upon 5he books of the Company as the registered holder of
such share, shall have been given to the person in whose name such share
appeared of record.
2.5 WAIVER OF NOTICE.
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Notice of the hour, day, place and purpose or purposes of any meeting
of the shareholders of the Company, whether required by law, the Articles
of Incorporation of the Company (the "Articles") or these Regulations, may
be waived in writing, either before or after the holding of such meeting,
by any shareholder entitled thereto, which writing shall be filed with or
entered upon the records of the meeting. Attendance of any shareholder in
any such meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a waiver by such
shareholder of notice of such meeting. If all of the shareholders of the
Company entitled to vote shall meet in person or by proxy and consent to
holding a meeting, such meeting shall be valid for all purposes without
call or notice, and at such meeting any action may be properly taken.
2.6 SHAREHOLDERS ENTITLED TO NOTICE AND TO VOTE.
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If the record date shall not be fixed by the Board or the books of the
Company shall not be closed against transfers of shares pursuant to
statutory authority, the record date for the determination of shareholders
of the Company entitled to notice of or to vote at any meeting of the
shareholders of the Company shall be the date next preceding the day on
which notice is given, or the date next preceding the day on which the
meeting is held, as the case may be. Such record date shall continue to be
the record date for all adjournments of such meeting unless a new record
date shall be fixed and notice thereof and of the date of the adjourned
meeting be given to all shareholders of the Company entitled to notice in
accordance with the new record date so fixed.
2.7 QUORUM.
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The shareholders of the Company present in person or by proxy at any
meeting thereof for the determination of the number of directors, or the
election of directors, or for the consideration and action upon reports
required to be laid before such meeting, shall constitute a quorum.
At any meeting called for any other purpose, the holders of shares
entitling them to exercise a majority of the voting power of the Company,
present in person or represented by proxy, shall constitute a quorum,
except when a greater proportion is required by law, the Articles or these
Regulations. At any meeting at which a quorum is present, all questions
and business that shall come before the meeting shall be determined by the
vote of the holders of a majority of such voting shares as are represented
in person or by proxy, except when a greater proportion is required by law,
the Articles or these Regulations.
At any meeting of shareholders, whether a quorum is present or not,
the holders of a majority of the voting shares represented by shareholders
present in person or by proxy may adjourn such meeting from time to time
and from place to place without notice other than by announcement at the
meeting. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might be transacted at the meeting as
originally notified or held.
2.8 PROXIES.
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Any shareholder of record who is entitled to attend a meeting of
shareholders, or to vote thereat or to assent or give consents in writing,
shall be entitled to be represented at such meeting or to vote thereat or
to assent or give consents in writing, as the case may be, or to exercise
any other of his rights, by proxy or proxies appointed by a writing signed
by such shareholder, or his duly authorized attorney, as provided by the
laws of the State of Ohio.
A facsimile, telegram, cablegram, wireless message or photogram
appearing to have been transmitted by a shareholder, or a photograph,
photostatic or equivalent reproduction of a writing appointing a proxy or
proxies, shall be a sufficient writing.
No appointment of a proxy shall be valid after the expiration of
eleven (11) months after it is made unless the writing specifies the date
on which it is to expire or the length of time it is to continue in force.
Unless the writing appointing a proxy or proxies otherwise provides:
(a) Each and every proxy shall have the power of substitution,
and when three (3) or more persons are appointed, a majority of them or
their respective substitutes may appoint a substitute or substitutes to act
for all.
(b) If more than one proxy is appointed, then (i) with respect
to voting or giving consents at a shareholders' meeting, a majority of such
proxies as attends the meeting, or if only one attends then that one may
exercise all the voting and consenting authority thereat; and if an even
number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such authority with
respect to an equal number of shares; {ii) with respect to exercising any
other authority, a majority may act for all.
(c) A writing appointing a proxy shall not be revoked by the
death or incapacity of the maker unless before the vote is taken or the
authority granted is otherwise exercised, written notice of such death or
incapacity is given to the Company by the executor or the administrator of
the estate of such maker or by the fiduciary having control of the shares
in respect of which the proxy was appointed.
(d) The presence of a shareholder at a meeting shall not operate
to revoke a writing appointing a proxy. A shareholder, without affecting
any vote previously taken, may revoke such writing not otherwise revoked by
giving notice to the Company in writing or in open meeting.
2.9 VOTING.
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At any meeting of shareholders and except as otherwise provided by law
or by the Articles or by these Regulations, each shareholder of the Company
shall be entitled to one vote (or fraction thereof in case of fractional
shares) in person or by proxy for each share of the Company (or fraction
thereof in the case of fractional shares) registered in his name on the
books of the Company (i) on the date fixed pursuant to subparagraph (vi) of
Section 1 of Article III of these Regulations as the record date for the
determination of shareholders entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other disposal of such
share or shares or transfer of the same on the books of the Company on or
after the date so fixed, or (ii) if no such record date shall have been
fixed, then as of the date next preceding the date of such meeting.
2.10 FINANCIAL REPORTS.
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At the annual meeting of the shareholders of the Company, or the
meeting held in lieu thereof, there shall be laid before the shareholders a
financial statement of the Company, which may be consolidated, meeting the
requirements of Section 1701.38(A) of the OHIO REVISED CODE (the "ORC")
with an opinion appended thereto meeting the requirements of Section
1701.38(B) of the ORC.
2.11 ACTION WITHOUT MEETING.
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Any action which may be authorized or taken at any meeting of
shareholders may me authorized or taken without a meeting in a writing or
writings signed by all of the holders of shares who would be entitled to
notice of a meeting of the shareholders held for such purpose. Such
writing or writings shall be filed with or entered upon the records of the
Company.
2.12 ORGANIZATION OF MEETINGS.
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The Chairman of the Board of the Company, or, in his absence, the
President of the Company, or, in the absence of both of them, a Vice
President of the Company, shall call all meetings of the shareholders of
the Company to order and shall act as Chairman thereof; PROVIDED, HOWEVER,
if all of such persons are absent, then the shareholders of the Company
shall elect a Chairman. The Secretary of the Company, or, in his absence,
an Assistant Secretary, or, in the absence of both, a person appointed by
the Chairman of the meeting, shall act as Secretary of the meeting and
shall keep and make a record of the proceedings thereat.
2.13 ORDER OF BUSINESS.
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The order of business at all meetings of the shareholders of the
Company, unless waived or otherwise changed by the Chairman of the meeting
or the Board, shall be as follows: (i) call meeting to order; (ii)
selection of Chairman and/or Secretary, if necessary; (iii) proof of notice
of meeting and presentment of affidavit thereof; (iv) roll call, including
filing of proxies with the Secretary of the meeting; (v) upon appropriate
demand, appointment of inspectors of election; (vi) reading, correction and
approval of previously unapproved minutes; (vii) reports of officers and
committees; (viii) if annual meeting or meeting called for that purpose,
election of directors of the Company; (ix) unfinished business, if
adjourned meeting; (x) consideration in sequence of all other matters set
forth in the call for and written notice of the meeting; (xi) any new
business other than that set forth in the notice of the meeting which shall
have been submitted to the Secretary of the Company in writing at least ten
(10) days prior to the date of the meeting; and, (xii) adjournment.
2.14 LIST OF SHAREHOLDERS.
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At any meeting of shareholders of the Company, a list of shareholders,
alphabetically arranged, showing the number and classes of shares held by
each on the record date applicable to such meeting, shall be produced on
the request of any shareholder of the Company.
ARTICLE III
DIRECTORS
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3.1 GENERAL POWERS OF BOARD.
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The powers of the Company shall be exercised, its business and affairs
conducted, and its property controlled by the Board except where the law,
the Articles or these Regulations require action to be authorized or taken
by the shareholders of the Company. Without prejudice to the general
powers conferred by or implied in the preceding sentence, the Board shall
have the power to: (i) fix, define and limit the powers and duties of all
officers of the Company and to fix the salaries of all officers; (ii)
appoint, and at their discretion, with or without cause, to remove or
suspend such subordinate officers, assistants, managers, agents and
employees of the Company as the Board may from time to time deem advisable,
and to determine their duties and fix their compensation; (iii) require any
officer, agent or employee of the Company to furnish a bond for faithful
performance in such amount and with such sureties as the Board may approve;
(iv) designate a depositary or depositaries of the funds of the Company and
the officer or officers of the Company or other persons who shall be
authorized to sign notes, checks, drafts, contracts, deeds, mortgages and
other instruments on behalf of the Company; (v) appoint and remove transfer
agents and/or registrars for the Company's shares; (vi) fix a time not
exceeding forty-five (45) days preceding the date of any meeting of
shareholders of the Company, or the date fixed for the payment of any
dividend or distribution, or the date for the allotment of rights, or
(subject to contract rights with respect thereto) the date when any change
or conversion or exchange of shares shall be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive payment of any such
dividend, distribution, or allotment of rights, or to exercise the rights
in respect to any such change, conversion or exchange of shares, and, in
such case, only the persons who are shareholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting, or to
receive payment of such dividend, distribution, or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer
of any shares on the books of the Company after any record date fixed as
aforesaid, or change of ownership of any shares either before or after such
record date, and such persons shall conclusively be deemed to be the
shareholders of the Company on such record date, notwithstanding notice or
knowledge to the contrary; and the Board may close the books of the Company
against transfer of shares during the whole or any part of such period; and
(vii) establish such rules and regulations respecting the issuance and
transfer of shares and certificates for shares as the Board may consider
reasonable.
3.2 NUMBER OF DIRECTORS.
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Until changed in accordance with the provisions of this Section, the
number of directors of the Company, none of whom need be shareholders,
shall be three (3). The number of directors of the Company may be fixed or
changed by resolution at any annual meeting of the shareholders of the
Company or at any special meeting of the shareholders of the Company called
for that purpose, adopted by the vote of the holders of shares, present in
person or by proxy, entitling them to exercise a majority of the voting
power on such proposal of the shares represented at such meeting, but no
reduction shall have the effect of removing any director prior to the
expiration of his term of office. In addition, the number of directors of
the Company may be fixed or changed by action of the Board at a meeting
called for that purpose at which a quorum is present by a majority vote of
the members of the Board present at the meeting. The directors then in
office may fill any director's office that is created by an increase in the
number of directors and the number of directors elected shall be deemed to
be the number of directors fixed unless otherwise fixed by resolution
adopted at the meeting at which such directors are elected.
3.3 ELECTION OF DIRECTORS.
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Directors shall be elected at the annual meeting of shareholders, but
when the annual meeting is not held or directors are not elected thereat,
they may be elected at a special meeting called and held for that purpose.
Such election shall be by ballot whenever requested by any shareholder
entitled to vote at such election; but, unless such a request is made, the
election may be conducted in any manner approved at such meeting. At each
meeting of shareholders at which directors are to be elected only persons
nominated by an officer, director or in writing by a shareholder at least
five (5) days prior to the meeting shall be eligible for election and those
persons receiving the greatest number of votes shall be directors.
3.4 TERM OF OFFICE.
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Directors shall hold office until the annual meeting next succeeding
their election and until their successors are elected and qualified or
until their earlier resignation, removal from office or death.
3.5 VACANCIES.
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Vacancies in the Board may be filled by a majority vote of the
remaining directors until an election to fill such vacancies is had.
Shareholders entitled to elect directors shall have the right to fill any
vacancy in the Board (whether the same has been temporarily filled by the
remaining directors or not) at any meeting of the shareholders called for
that purpose, and any directors elected at any such meeting of shareholders
shall serve until the next annual election of directors and until their
successors are elected and qualified.
3.6 RESIGNATION FROM THE BOARD.
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Resignation from the Board shall be deemed to take effect immediately
upon its being received by any incumbent corporate officer other than an
officer who is also the resigning director, unless some other time is
specified therein.
3.7 QUALIFICATIONS.
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Directors need not be shareholders of the Company.
3.8 REMOVAL.
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Directors shall be subject to removal as provided by law or by other
lawful procedures and nothing herein shall be construed to prevent the
removal of any or all directors in accordance therewith.
3.9 MEETINGS OF THE BOARD.
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A regular meeting of the Board may be held immediately following the
adjournment of each shareholders' meeting at which directors are elected.
The holding of such shareholders' meeting shall constitute notice of such
Board meeting and such meeting shall be held without further notice. Other
regular meetings shall be held at such other times and places as may be
fixed by the Board. Special meetings of the Board may be held at any time
upon call of the Chairman of the Board, President, or any two members of
the Board. Notice of any special meeting of the Board of Directors shall
be mailed to each director, addressed to him at his residence or usual
place of business, at least five (5) days before the day on which the
meeting is to be held, or shall be sent to him at such place by facsimile,
telegraph, cable, radio or wireless, or be given personally or by
telephone, not later than the day before the day on which the meeting is to
be held. Every such notice shall state the time and place of the meeting
but need not state the purpose or purposes thereof. Notice of any meeting
of the Board need not be given to any director, however, if waived by him
in writing or by facsimile, telegraph, cable, radio or wireless, whether
before or after such meeting, or if he shall be present at such meeting
without protest prior to the commencement thereof; and any meetin9 of the
Board shall be a legal meeting without any notice thereof having been given
if all the directors shall be present thereat.
All meetings of the Board shall be held at the office of the Company
in the City of Monroeville, Ohio, or at such other place, within or without
the State of Ohio, as the Board may determine from time to time and as may
be specified in the notice thereof.
3.10 QUORUM.
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A majority of the Board shall constitute a quorum for the transaction
of business; PROVIDED, HOWEVER, that whenever less than a quorum is present
at the time and place appointed for any meeting of the Board, a majority of
those present may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until a quorum shall be present.
At any meeting at which a quorum is present, all acts, questions and
business which may come before the meeting shall be determined by a
majority of votes cast by the members of the Board present at such meeting,
unless the vote of a greater number is required by the Articles or these
Regulations.
3.11 ACTION WITHOUT A MEETING.
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Any action which may be authorized or taken at a meeting of the
directors may be authorized or taken without a meeting in a writing or
writings signed by all the directors, which writing or writings shall be
filed with or entered upon the records of the Company.
3.12 COMPENSATION.
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The directors, as such, shall not receive any salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; PROVIDED, HOWEVER, that nothing herein
contained shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation therefor. Members
of the executive committee or of any standing or special committee may by
resolution of the Board be allowed such compensation for their services as
the Board may deem reasonable, and additional compensation may be allowed
to directors for special services rendered.
3.13 BY-LAWS.
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For the government of its actions, the Board may adopt by-laws
consistent with the Articles and these Regulations.
3.14 ATTENDANCE AT MEETINGS BY PERSONS WHO ARE NOT DIRECTORS.
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Unless waived by a majority of the members of the Board in attendance,
not less than twenty-four (24) hours before any regular or special meeting
of the Board, any director who desires the presence at such meeting of not
more than two (2) persons who are not directors shall so notify all other
directors, request the presence of such person or persons at the meeting
and state the reason in writing. Such person or persons shall not be
permitted to attend the meeting of the Board unless a majority of the
directors in attendance vote to admit such person to the meeting. Such
vote shall constitute the first order of business for any such meeting of
the Board. Such right to attend, whether granted by waiver or vote, may
be revoked at any time during any such meeting by the vote of a majority of
the members of the Board in attendance. Notwithstanding anything contained
in this Section 14 to the contrary, any shareholder of the Company shall be
permitted to attend any meeting of the Board and shall receive not less
than twenty-four (24) hours notice of such meeting given in accordance with
Section 9 of this Article; PROVIDED, HOWEVER, that such shareholder(s) may
be excused at any time by the action of a majority of the members of the
Board in attendance.
3.15 COMMITTEES.
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The Board may by resolution provide for such standing or special
committees as it deems desirable, and discontinue the same at its pleasure.
Each such committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the Board. Vacancies
in such committees shall be filled by the Board or as it may provide.
ARTICLE IV
OFFICERS
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4.1 GENERAL PROVISIONS.
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The Board shall elect a President, such number of Vice Presidents as
the Board may from time to time determine, a Secretary and a Treasurer,
and, in its discretion, a Chairman of the Board. The Board may from time
to time create such other offices and appoint such other officers,
subordinate officers and assistant officers as it may determine. The
Chairman of the Board shall be, but the other officers need not be, chosen
from among the members of the Board. Any two or more of such offices,
other than that of President and Vice President, Secretary and Assistant
Secretary, or Treasurer and Assistant Treasurer, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity if such instrument is required to be executed,
acknowledged or verified by two or more officers. All officers, as between
themselves and the Company, shall respectively have such authority and
perform such duties as are customarily incident to their respective
offices, and as may be specified from time to time by these Regulations and
the Board, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any officer of the Company, or
for any other reason the Board may deem sufficient, the powers or duties of
such officer or any of them may be delegated to any other officer or to any
director of the Company. The Board may from time to time delegate to any
officer authority to appoint and remove subordinate officers and to
prescribe their authority and duty. The powers and duties of the officers
described in Article IV of these Regulations are subject to change from
time to time by the Board.
4.2 TERM OF OFFICE.
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The officers of the Company shall hold office at the pleasure of the
Board, and unless sooner removed by the Board, until the meeting of the
Board following the date of their election and until their successors are
elected and qualified. The Board may remove any officer at any time, with
or without cause, by a majority vote. A vacancy in any office, however
created, shall be filled by the Board.
4.3 CHAIRMAN OF THE BOARD.
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The Chairman of the Board, if one be elected, shall preside at all
meetings of the Board and shall have such other powers and duties as may be
prescribed by the Board.
4.4 PRESIDENT.
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The President shall be the chief executive and operating officer of
the Company and shall exercise supervision over the business of the Company
and over its several officers, subject, however, to the control of the
Board. He or she shall preside at all meetings of shareholders and, in the
absence of, or if a Chairman of the Board shall not have been elected,
shall also preside at meetings of the Board. He or she shall have
authority to sign all certificates for shares and all deeds, mortgages,
bonds, contracts, notes and other instruments requiring his signature; and
shall have all the powers and duties prescribed by the Ohio General
Corporation Act (the "Act") and such others as the Board may from time to
time assign to him or her.
4.5 VICE PRESIDENTS.
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The Vice Presidents shall perform such duties as are conferred upon
them by these Regulations or as may from time to time be assigned to them
by the Board or the President. At the request of the President, or in his
or her absence or disability, the Vice President designated by the
President (or in the absence of such designation, the Vice President
designated by the Board) shall perform all the duties of the President, and
when so acting, shall have all the powers of the President. The authority
of Vice Presidents to sign in the name of the Company all certificates for
shares and authorized deeds, mortgages, bonds, contracts, notes and other
instruments shall be coordinated with like authority of the President. Any
one or more of the Vice Presidents may be designated as an "Executive Vice
President."
4.6 SECRETARY.
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The Secretary shall keep minutes of all the proceedings of the
shareholders and Board and shall make proper record of the same, which
shall be attested by him or her; sign all certificates for shares, and all
deeds, mortgages, bonds, contracts, notes, and other instruments executed
by the Company requiring his or her signature; give notice of meetings of
shareholders and directors; produce on request at each meeting of
shareholders for the election of directors a certified list of shareholders
arranged in alphabetical order; keep such books as may be required by the
Board; and perform such other and further duties as may from time to time
be assigned to him or her by the Board or by the President.
4.7 TREASURER.
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The Treasurer shall have general supervision of all finances; he or
she shall receive and have in charge all money, bills, notes, deeds,
leases, mortgages and similar property belonging to the Company and shall
do with the same as may from time to time be required by the Board of
Directors. He or she shall cause to be kept adequate and correct accounts
of the business transactions of the Company, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, stated
capital, and shares, together with such other accounts as may be required,
and, upon the expiration of his or her term of office, shall turn over to
his or her successor or to the Board all property, books, papers and money
of the Company in his or her hands; and he or she shall perform such other
duties as from time to time may be assigned to him or her by the Board.
4.8 ASSISTANT AND SUBORDINATE OFFICERS.
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The Board may appoint such assistant and subordinate officers as it
may deem desirable. Each such officer shall hold office during the
pleasure of the Board and perform such duties as the Board may prescribe.
The Board may, from time to time, authorize any officer and remove
assistant and subordinate officers, to authority and duties, and to fix
their compensation.
ARTICLE V
CERTIFICATES FOR SHARES
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5.1 FORM AND EXECUTION.
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Certificates for shares shall be issued to each shareholder in such
form as shall be approved by the Board. Such certificates shall be signed
by the Chairman of the Board, the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Company, which certificates shall certify the number and class of
shares held by the shareholder in the Company, but no certificate for
shares shall be issued and delivered until such shares are fully paid.
When such a certificate is countersigned by an incorporated transfer agent
or registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped or printed. Although any officer of the
Company whose manual or facsimile signature is affixed to a share
certificate shall cease to be such officer before the certificate is
delivered, such certificate, nevertheless, shall be effective in all
respects when delivered.
Such certificate for shares shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost,
mutilated or destroyed certificates, no transfer of shares shall be entered
upon the records of the Company until the previous certificate, if any,
given for the same shall have been surrendered and canceled.
The Board shall have authority to make such rules and regulations, not
inconsistent with law, the Articles or these Regulations, as it deems
expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.
5.2 LOST, MUTILATED OR DESTROYED CERTIFICATES.
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If any certificate for shares is lost, mutilated or destroyed, the
Board may authorize the issue of a new certificate in place thereof upon
such terms and conditions as it may deem advisable. The Board in its
discretion may refuse to issue such new certificates until the Company has
been indemnified to its satisfaction and until it is protected to its
satisfaction by a final order or decree of a court of competent
jurisdiction.
5.3 REGISTERED SHAREHOLDERS.
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A person in whose name shares are of record on the books of the
Company shall conclusively be deemed the unqualified owner thereof for all
purposes and to have capacity to exercise all rights of ownership. Neither
the Company nor any transfer agent of the Company shall be bound to
recognize any equitable interest in or claim to such shares on the part of
any other person, whether disclosed upon such certificate or otherwise, nor
shall they be obliged to see to the execution of any trust or obligation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Each person who at any time is or shall have been a director and, at
the option of the Board, each person who at any time is or shall have been
an officer, employee or agent of the Company, or is or shall have been
serving at the request of the Company as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, and his heirs, executors and administrators shall be
indemnified by the Company in accordance with and to the fullest extent
permitted by the Act as in effect at the time of the adoption of these
Regulations or as amended from time to time thereafter. The foregoing
right of indemnification shall not be deemed exclusive of other rights to
which any director, officer, trustee, employee, agent or other person may
be entitled in any capacity as a matter of law or under any regulation,
agreement, vote of the Board or otherwise. If authorized by the Board, the
Company may purchase and maintain insurance against liability on behalf of
any such person to the full extent permitted by the Act as in effect at the
time of the adoption of these Regulations or as amended from time to time
thereafter. The right of indemnification conferred herein shall be
extended to any threatened action, suit or proceeding, and the failure to
institute it shall be deemed its final determination. Advances may be made
by the Company against costs, expenses and fees, as and upon the terms
determined by the Board.
ARTICLE VII
FISCAL YEAR
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The fiscal year of the Company end on such day as may be fixed from
time to time by the Board.
ARTICLE VIII
AMENDMENTS
----------
These Regulations may be amended, repealed or added to at any meeting
of shareholders called for that purpose by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the
voting power on such proposal or, without a meeting, by the written consent
of the holders of record of shares entitling them to exercise a majority of
the voting power on such proposal; PROVIDED, HOWEVER, that if an amendment
or addition is adopted by written consent without a meeting of the
shareholders, it shall be the duty of the Secretary of the Company to enter
the amendment or addition in the records of the Company, and to mail a copy
of such amendment or addition to each shareholder of record who would be
entitled to vote thereon and did not participate in the adoption thereof;
PROVIDED FURTHER, HOWEVER, that no amendment or addition to these
Regulations shall be made if such amendment or addition is inconsistent
with the Articles.
ARTICLE IX
SEAL
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The Board may, in its discretion, provide a suitable seal containing
the name of the Company. If deemed advisable by the Board, duplicate seals
maybe provided and kept for the purpose of the Company.
ARTICLE X
CONSISTENCY WITH ARTICLES
-------------------------
If any provision of these Regulations shall be inconsistent with the
Articles as in effect at the time of the adoption of these Regulations or
as amended from time to time, the Articles, as in effect at the time, shall
govern and control. If any provision of these Regulations shall be
inconsistent with the 1995 Close Corporation Agreement (the "Corporation
Agreement") made and entered into as of August 7, 1995 among the Company
and the shareholders of the Company, a copy of which is on file with the
Secretary of the Company, the Corporation Agreement, as in effect at the
time, shall govern and control.
ARTICLE XI
MISCELLANEOUS
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11.1 SECTION HEADINGS.
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The headings contained in these Regulations are for reference purposes
only and shall not be construed to be part of and/or shall not affect in
any way the meaning or interpretation of these Regulations.
11.2 GENDER.
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Unless the context otherwise requires a different meaning, words of a
masculine gender shall be deemed and construed to include correlative words
of the feminine and neuter genders, words importing the singular number
shall include the plural number and vice versa, and the terms "hereof",
"hereby", "hereto", "hereunder", "herein" and similar terms mean these
Regulations.
11.3 COMPUTATION OF DAYS.
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Unless otherwise provided in these Regulations, in computing the
number of days for any purpose under these Regulations, all days shall be
counted including Saturdays, Sundays and holidays.
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