HMN FINANCIAL, INC.
RESOLUTION TO AMEND BY-LAWS
RESOLUTION #HMN9709-01
SEPTEMBER 23, 1997
WHEREAS, the Board of Directors, after consultation with counsel,
has considered various amendments to the By-Laws of the
Corporation; and
WHEREAS, the Board has determined that increasing the time period
required for notice by stockholders of nominations for directors
and the submission of stockholder proposals would help assure
that all stockholders will have adequate information and
sufficient time to consider proposals advanced by stockholders or
stockholder nominees, will give the Board of Directors sufficient
time to evaluate nominees and proposals and include its
recommendations in its proxy statement and will assist the
Corporation in effecting orderly stockholders meetings;
WHEREAS, given that the Corporation's main business is effected
through its wholly-owned subsidiary, Home Federal Savings Bank,
and that the principal business of Home Federal Savings Bank is
conducted through full service branch offices which specialize in
meeting the needs of its customers in local communities;
WHEREAS, the Board of Directors believes that requiring directors
to be primarily domiciled in the counties where Home Federal
Savings Bank has full service branch offices will benefit the
Corporation by ensuring that the directors of the Corporation are
knowledgeable of and actively involved in the Corporation's
primary market areas and should not unreasonably infringe on or
impede the ability of the Corporation and its stockholders to
identify and recruit qualified candidates for the Board of
Directors;
WHEREAS, the Corporation's Certificate of Incorporation expressly
empowers the Board to adopt, amend or repeal the By-Laws of the
Corporation; and
WHEREAS, the Board of Directors believes that amending the By-
Laws consistent with the foregoing recitals will be in the best
interests of the Corporation and its stockholders as a whole.
NOW, THEREFORE, BE IT RESOLVED, that the By-Laws of the
Corporation be restated in the form reviewed and approved by the
Board and that a copy of the Restated By-Laws be included with
the minutes of this meeting and the corporate records of the
Corporation.
RESOLVED FURTHER, that the officers of the Corporation, or any
one of them, are hereby authorized to take such further action in
connection with the adoption of such Restated By-Laws as they, or
any one of them, deem necessary or advisable, including any
necessary or advisable filings with the Security and Exchange
Commission or the Office of Thrift Supervision.
HMN FINANCIAL, INC.
RESTATED
BY-LAWS
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING.
An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting, shall be held at such place, on such date, and at
such time as the Board of Directors shall each year fix, which
date shall be within thirteen (13) months subsequent to the later
of the date of incorporation or the last annual meeting of
stockholders.
Section 2. SPECIAL MEETINGS.
Subject to the rights of the holders of any class or series
of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called only by the Board
of Directors pursuant to a resolution adopted by a majority of
the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter
the "Whole Board").
Section 3. NOTICE OF MEETINGS.
Written notice of the place, date, and time of all meetings
of the stockholders shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is
to be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written
notice of the place, date and time of the adjourned meeting shall
be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at
the original meeting.
Section 4. QUORUM.
At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a
quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law. Where a
separate vote by a class or classes is required, a majority of
the shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman
of the meeting or the holders of a majority of the shares of
stock entitled to vote who are present, in person or by proxy,
may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders
is sent to all stockholders entitled to vote thereat, stating
that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such
adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such
meeting.
Section 5. ORGANIZATION.
Such person as the Board of Directors may have designated
or, in the absence of such a person, the President of the
Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order
any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman
appoints.
Section 6. CONDUCT OF BUSINESS.
(a) The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct
of discussion as seem to him or her in order.
(b) At any annual meeting of the stockholders, only
such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who is
entitled to vote with respect thereto and who complies with the
notice procedures set forth in this Section 6(b). For business to
be properly brought before an annual meeting by a stockholder,
the BUSINESS MUST RELATE TO A PROPER SUBJECT MATTER FOR
STOCKHOLDER ACTION AND THE stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the
Corporation not less than NINETY (90) days prior to the date of
the annual meeting; provided, however, that in the event that
less than ONE HUNDRED (100) days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, WHICHEVER
OCCURS FIRST. IN NO EVENT SHALL THE PUBLIC ANNOUNCEMENT OF AN
ADJOURNMENT OF AN ANNUAL MEETING COMMENCE A NEW TIME PERIOD FOR
THE GIVING OF A STOCKHOLDER'S NOTICE. A stockholder's notice to
the Secretary shall set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder who proposed such
business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder and (iv)A DESCRIPTION OF ALL ARRANGEMENTS OR
UNDERSTANDINGS BETWEEN SUCH STOCKHOLDER AND ANY OTHER PERSON OR
PERSONS (INCLUDING THEIR NAMES) IN CONNECTION WITH THE PROPOSAL
OF SUCH BUSINESS BY SUCH STOCKHOLDER AND any material interest of
such BUSINESS, AND (V) A REPRESENTATION THAT SUCH STOCKHOLDER
INTENDS TO APPEAR IN PERSON OR BY PROXY AT THE ANNUAL MEETING TO
BRING SUCH BUSINESS BEFORE THE MEETING. Notwithstanding anything
in these By-laws to the contrary, no business shall be brought
before or conducted at an annual meeting except in accordance
with the provisions of this Section 6(b). The officer of the
Corporation or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 6(b) and, if he
should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before the
meeting shall not be transacted. At any special meeting of the
stockholders, only such business shall be conducted as shall have
been brought before the meeting by or at the direction of the
Board of Directors.
(c) Only persons who are nominated in accordance with
the procedures set forth in these By- laws shall be eligible for
election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
stockholders at which directors are to be elected only (i) by or
at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election
of directors at the meeting who complies with the notice
procedures set forth in this Section 6(c). Such nominations,
other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered or mailed to and received at the
principal executive offices of the Corporation not less than
NINETY (90) days prior to the date of the meeting; provided,
however, that in the event that less than ONE HUNDRED (100) days'
notice or prior disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, WHICHEVER
OCCURS FIRST. IN NO EVENT SHALL THE PUBLIC ANNOUNCEMENT OF AN
ADJOURNMENT OF AN ANNUAL MEETING COMMENCE A NEW TIME PERIOD FOR
THE GIVING OF A STOCKHOLDER'S NOTICE. Such stockholder's notice
shall set forth (i) as to each person whom such stockholder
proposes to nominate for election or re-election as a director,
all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice: (x) the name
and address, as they appear on the Corporation's books, of such
stockholder and (y) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director
shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless
nominated in accordance with the provisions of this Section 6(c).
The officer of the Corporation or other person presiding at the
meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and,
if he or she should so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded.
Section 7. PROXIES AND VOTING.
At any meeting of the stockholders, every stockholder
entitled to vote may vote in person or by proxy authorized by an
instrument in writing (or as otherwise permitted under applicable
law) by the stockholder or his duly authorized attorney-in-fact
filed in accordance with the procedure established for the
meeting. Proxies solicited on behalf of the management shall be
voted as directed by the stockholder or in the absence of such
direction, as determined by a majority of the Board of Directors.
No proxy shall be valid after eleven months from the date of its
execution except for a proxy coupled with an interest under
Delaware law.
Each stockholder shall have one (1) vote for every share of
stock entitled to vote which is registered in his or her name on
the record date for the meeting, except as otherwise provided
herein or in the Certificate of Incorporation of the Corporation
or as required by law.
All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice
vote; provided, however, that upon demand therefore by a
stockholder entitled to vote or his or her proxy, a written vote
shall be taken. Every written vote shall be taken by ballot, each
of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure
established for the meeting. Every vote taken by ballot shall be
counted by a properly appointed inspector or inspectors of
election.
All elections shall be determined by a plurality of the
votes cast, and except as otherwise required by law or as
provided in the Certificate of Incorporation, all other matters
shall be determined by a majority of the votes cast.
Section 8. STOCK LIST.
The officer who has charge of the stock transfer books of
the Corporation shall prepare and make, in the time and manner
required by applicable law, a list of stockholders entitled to
vote and shall make such list available for such purposes, at
such places, at such times and to such persons as required by
applicable law. The stock transfer books shall be the only
evidence as to the identity of the stockholders entitled to
examine the stock transfer books or to vote in person or by proxy
at any meeting of stockholders.
Section 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.
Subject to the rights of the holders of any class or series
of preferred stock of the Corporation, any action required or
permitted to be taken by the stockholders of the Corporation must
be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.
Section 10. INSPECTORS OF ELECTION.
The Board of Directors shall, in advance of any meeting of
stockholders, appoint one or more persons as inspectors of
election, to act at the meeting or any adjournment thereof and
make a written report thereof, in accordance with applicable law.
In the event the Board of Directors fails to so appoint, the
chairman presiding at the meeting shall appoint one or more
persons as inspectors of election.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS, NUMBER, TERM OF OFFICE AND
QUALIFICATIONS.
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The Board of
Directors shall annually elect a Chairman of the Board and a
President from among its members and shall designate, when
present, either the Chairman of the Board or the President to
preside at its meetings.
The directors, other than those who may be elected by the
holders of any class or series of preferred stock, shall be
divided into three classes, as nearly equal in number as
reasonably possible, with the term of office of the first class
to expire at the first annual meeting of stockholders, the term
of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the
third class to expire at the annual meeting of stockholders two
years thereafter, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the first annual
meeting, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
DIRECTORS SHALL, IN ORDER TO QUALIFY AS SUCH, HAVE THEIR
PRIMARY DOMICILE IN A COUNTY IN WHICH HOME FEDERAL SAVINGS BANK,
A WHOLLY-OWNED SUBSIDIARY OF THE CORPORATION, HAS A FULL-SERVICE
BRANCH.
Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Subject to the rights of the holders of any class or series
of preferred stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum, and
directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the
class to which they have been elected expires, and until such
director's successor shall have been duly elected and qualified.
No decrease in the number of authorized directors constituting
the Board shall shorten the term of any incumbent director.
Section 3. REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors
and publicized among all directors. A notice of each regular
meeting shall not be required.
Section 4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by
one-third (1/3) of the directors then in office (rounded up to
the nearest whole number) or by the Chairman of the Board or the
President and shall be held at such place, on such date, and at
such time as they or he or she shall fix. Notice of the place,
date, and time of each such special meeting shall be given to
each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting or by telegraphing
or telexing or by facsimile transmission of the same not less
than twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business maybe
transacted at a special meeting.
Section 5. QUORUM.
At any meeting of the Board of Directors, a majority of the
authorized number of directors then constituting the Board shall
constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice
or waiver thereof.
Section 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board or committee
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. CONDUCT OF BUSINESS.
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to
time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise
provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.
Section 8. POWERS.
The Board of Directors may, except as otherwise required by
law, exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in
accordance with law;
(2) To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall
determine;
(3) To authorize the creation, making and issuance, in
such form as it may determine, of
written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary
in connection therewith;
(4) To remove any officer of the Corporation with or
without cause, and from time to time to devolve the powers and
duties of any officer upon any other person for the time being;
(5) To confer upon any officer of the Corporation the
power to appoint, remove and suspend subordinate officers,
employees and agents;
(6) To adopt from time to time such stock, option,
stock purchase, bonus or other compensation plans for directors,
officers, employees and agents of the Corporation and its
subsidiaries as it may determine;
(7) To adopt from time to time such insurance,
retirement, and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as
it may determine; and,
(8) To adopt from time to time regulations, not
inconsistent with these By-laws, for the management of the
Corporation's business and affairs.
Section 9. COMPENSATION OF DIRECTORS.
Directors, as such, may receive, pursuant to resolution of
the Board of Directors, fixed fees and other compensation for
their services as directors, including, without limitation, their
services as members of committees of the Board of Directors.
ARTICLE III
COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors, by a vote of a majority of the Board
of Directors, may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a
director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members
who may replace any absent or disqualified member at any meeting
of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of
the Delaware General Corporation Law if the resolution which
designated the committee or a supplemental resolution of the
Board of Directors shall so provide. In the absence or
disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the
committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may
by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or
disqualified member.
Section 2. CONDUCT OF BUSINESS.
Each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by
law. Adequate provision shall be made for notice to members of
all meetings; one-third (1/3) of the members shall constitute a
quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum;
and all matters shall be determined by a majority vote of the
members present. Action may be taken by any committee without a
meeting if all members thereof consent thereto in writing, and
the writing or writings are filed with the minutes of the
proceedings of such committee.
Section 3. NOMINATING COMMITTEE.
The Board of Directors shall appoint a Nominating Committee
of the Board, consisting of three (3) members. The Nominating
Committee shall have authority (a) to review any nominations for
election to the Board of Directors made by a stockholder of the
Corporation pursuant to Section 6(c)(ii) of Article I of these
By-laws in order to determine compliance with such By-law and (b)
to recommend to the Whole Board nominees for election to the
Board of Directors to replace those directors whose terms expire
at the annual meeting of stockholders next ensuing.
ARTICLE IV
OFFICERS
Section 1. GENERALLY.
(a) The Board of Directors as soon as may be
practicable after the annual meeting of stockholders shall choose
a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Chief Financial Officer and from
time to time may choose such other officers as it may deem
proper. The Chairman of the Board shall be chosen from among the
directors. Any number of offices may be held by the same person.
(b) The term of office of all officers shall-be until
the next annual election of officers and until their respective
successors are chosen, but any officer may be removed from office
at any time by the affirmative vote of a majority of the
authorized number of directors then constituting the Board of
Directors.
(c) All officers chosen by the Board of Directors
shall each have such powers and duties as generally pertain to
their respective offices, subject to the specific provisions of
this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors of the Corporation
shall preside at all meetings of the Corporation and the
Executive Committee meetings of the Board of Directors. He may
sign account books, deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed, except where otherwise provided by other resolutions of
the Board of Directors or by these Bylaws or Certificate of
Incorporation of the Corporation.
Section 3. PRESIDENT.
The President shall be the chief executive officer and,
subject to the control of the Board of Directors, shall have
general power over the management and oversight of the
administration and operation of the Corporation's business and
general supervisory power and authority over its policies and
affairs. He shall see that all orders and resolutions of the
Board of Directors and of any committee thereof are carried into
effect.
Each meeting of the stockholders and of the Board of
Directors shall be presided over by such officer as has been
designated by the Board of Directors or, in his absence, by such
officer or other person as is chosen at the meeting. The
Secretary or, in his absence, the General Counsel of the
Corporation or such officer as has been designated by the Board
of Directors or, in his absence, such officer or other person as
is chosen by the person presiding, shall act as secretary of each
such meeting.
Section 4. VICE PRESIDENT.
The Vice President or Vice Presidents shall perform the
duties of the President in his absence or during his disability
to act. In addition, the Vice Presidents shall perform the duties
and exercise the powers usually incident to their respective
offices and/or such other duties and powers as may be properly
assigned to them from time to time by the Board of Directors, the
Chairman of the Board or the President.
Section 5. SECRETARY.
The Secretary or an Assistant Secretary shall issue notices
of meetings, shall keep their minutes, shall have charge of the
seal and the corporate books, shall perform such other duties and
exercise such other powers as are usually incident to such
offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the
Board or the President.
Section 6. CHIEF FINANCIAL OFFICER.
The Chief Financial Officer shall have charge of all monies
and securities of the Corporation, other than monies and
securities of any division of the Corporation which has a
treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The funds of
the Corporation shall be deposited in the name of the Corporation
by the Chief Financial Officer with such banks or trust companies
as the Board of Directors from time to time shall designate. He
shall sign or countersign such instruments as require his
signature, shall perform all such duties and have all such powers
as are usually incident to such office and/or such other duties
and powers as are properly assigned to him by the Board of
Directors, the Chairman of the Board or the President, and may be
required to give bond for the faithful performance of his duties
in such sum and with such surety as may be required by the Board
of Directors.
Section 7. ASSISTANT SECRETARIES AND OTHER OFFICERS.
The Board of Directors may appoint one or more assistant
secretaries and one or more assistants to the Chief Financial
Officer, or one appointee to both such positions, which officers
shall have such powers and shall perform such duties as are
provided in these By-laws or as may be assigned to them by the
Board of Directors, the Chairman of the Board or the President.
Section 8. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS
Unless otherwise directed by the Board of Directors, the
President or any officer of the Corporation authorized by the
President shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its
ownership of securities in such other Corporation.
ARTICLE V
STOCK
Section 1. CERTIFICATES OF STOCK.
Each stockholder shall be entitled to a certificate signed
by, or in the name of the Corporation by, the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of
shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.
Section 2. TRANSFERS OF STOCK.
Transfers of stock shall be made only upon the transfer
books of the Corporation kept at an office of the Corporation or
by transfer agents designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in
accordance with Section 4 of Article V of these By-laws, an
outstanding certificate for the number of shares involved shall
be surrendered for cancellation before a new certificate is
issued therefore.
Section 3. RECORD DATE.
In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other
distribution or allotment of any 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 of Directors
may fix a record date, which record date shall not precede the
date on which the resolution fixing the record date is adopted
and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however,
that if no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any
dividend or other distribution or allotment of rights or to
exercise any rights of change, conversion or exchange of stock or
for any other purpose, the record date shall be at the close of
business on the day on which the Board of Directors adopts a
resolution relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant
to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. REGULATIONS.
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI
NOTICES
Section 1. NOTICES.
Except as otherwise specifically provided herein or required
by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may
in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mail, postage
paid, or by sending such notice by prepaid telegram or mailgram.
Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as
the same appears on the books of the Corporation. The time when
such notice is received, if hand delivered, or dispatched, if
delivered through the mail or by telegram or mailgram, shall be
the time of the giving of the notice.
Section 2. WAIVERS.
A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such
stockholder, director, officer, employee or agent. Neither the
business nor the purpose of any meeting need be specified in such
a waiver.
ARTICLE VII
MISCELLANEOUS
Section 1. FACSIMILE SIGNATURES.
In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these By- laws,
facsimile signatures of any officer or officers of the
Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. CORPORATE SEAL.
The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board
of Directors or a committee thereof, duplicates of the seal may
be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each director, each member of any committee designated by
the Board of Directors, and each officer of the Corporation
shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or
other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by
any of its officers or employees, or committees of the Board of
Directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are
within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the
Corporation.
Section 4. FISCAL YEAR.
The fiscal year of the Corporation shall be as fixed by the
Board of Directors.
Section 5. TIME PERIODS.
In applying any provision of these By-laws which requires
that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall
be used, the day of the doing of the act shall be excluded and
the day of the event shall be included.
ARTICLE VIII
AMENDMENTS
The By-laws of the Corporation may be adopted, amended or
repealed as provided in Article SEVENTH of the Certificate of
Incorporation of the Corporation.