EXHIBIT 3.2
BY-LAWS
OF
INSITUFORM TECHNOLOGIES, INC.
(as amended through May 26, 1999)
ARTICLE I - OFFICES
The principal offices of the corporation in the State of
Delaware shall be located in the City of Dover, County of Kent. The
Corporation may have such other offices, either within or without
the State of incorporation as the board of directors may designate
or as the business of the corporation may from time to time
require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held at
such time and upon such date during the month of June in each year
as the Board of Directors may determine, for the purpose of
electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the
next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by
either the chairman of the board, the president or by the
directors, and shall be called by the president at the request of
the holders of not less than fifty per cent of all the outstanding
shares of the Corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special meeting
called by the directors. A waiver of notice signed by all
stockholders entitled to vote at a meeting may designate any place,
either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of
either the chairman of the board, the president, the secretary, or
the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon
pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof, or stockholders entitled to receive payment of
any dividend, or in order to make a determination of stockholders
for any other proper purpose, the directors may fix in advance a
date as the record date for any such determination of stockholders,
such date in any case to be not more than sixty days and, in case
of a meeting of stockholders, not less than ten days prior to the
date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such
dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten days
before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten
days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the
meeting of stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the
outstanding shares of the corporation entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than said number of the outstanding shares
are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
The stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the
terms and provisions of the certificate of incorporation and these
by-laws shall be entitled to one vote, in person or by proxy, for
each share of stock entitled to vote held by such stockholders.
Upon the demand of any stockholder, the vote for directors and upon
any question before the meeting shall be by ballot. All elections
for directors shall be decided by plurality vote; all other
questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of this
State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the
stockholders, shall be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officer.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. BUSINESS AT MEETINGS.
Subsequent to the 1999 annual meeting of stockholders, no
business shall be transacted at an annual meeting of stockholders
other than business that is (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof), (ii)
otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized
committee thereof), or (iii) otherwise properly brought before the
annual meeting by a stockholder who (x) is a stockholder of record
on the record date for the determination of stockholders entitled
to vote at such annual meeting and on the date of the giving of the
notice provided for in this Section 11 and (y) complies with the
procedures set forth in this Section 11 and any other applicable
requirements. No business shall be conducted at a special meeting
of stockholders other than business that is specified in the
corporation's notice of meeting (or any supplement thereto). In
addition, subsequent to the 1999 annual meeting of stockholders
only persons who are nominated in accordance with the procedures
set forth in this Section 11 (and any other applicable
requirements) shall be eligible for election as directors of the
corporation. If business is not properly brought before any meeting
of stockholders in accordance with the procedures set forth in this
Section 11, or if a nomination at any meeting was not made in
accordance with the requirements of this Section 11, the chairman
shall declare to the meeting that the business was not properly
brought before the meeting, and such business shall not be
transacted, or the nomination was defective, and such defective
nomination shall be disregarded.
Subsequent to the 1999 annual meeting of stockholders,
nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special
meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting: (i) by or at the
direction of the Board of Directors (or any duly authorized
committee thereof), subject to the requirements of these By-laws,
or (ii) by any stockholder who (x) is a stockholder of record on
the record date for the determination of stockholders entitled to
vote at such annual meeting and on the date of the giving of the
notice provided for in this Section 11 and (y) has complied with
the procedures set forth in this Section 11.
For a stockholder to be entitled to properly bring business
before an annual meeting of stockholders subsequent to the 1999
annual meeting of stockholders, a proper Stockholder's Notice (as
defined below) must have been received by the secretary of the
corporation at the principal executive offices of the corporation,
and for any nomination of a person or persons for election to the
Board of Directors by a stockholder (a "Stockholder Nomination") to
be made at any annual meeting of stockholders subsequent to the
1999 annual meeting of stockholders, written notice thereof meeting
the requirements set forth below must have been received by the
secretary of the corporation at the principal executive offices of
the corporation, in each case not less than 90 days nor more than
120 days prior to the first anniversary of the date of the
preceding year's annual meeting of stockholders; provided, however,
that in the event that the date of the annual meeting is advanced
or delayed by more than 30 days compared to the preceding year's
annual meeting, notice by the stockholder to be timely must be so
received not later than the close of business on the later of (i)
the ninetieth (90th) day prior to such annual meeting or (ii) the
tenth (10th) day following the day on which public disclosure (as
defined below) of the date of the annual meeting is first made.
For a Stockholder Nomination to be made at any special meeting
of stockholders as aforesaid, written notice thereof meeting the
requirements set forth below must have been received by the
secretary of the corporation at the principal executive offices of
the corporation, in each case not later than the close of business
on the later of (i) the ninetieth (90th) day prior to such special
meeting or (ii) the tenth (10th) day following the day on which
public disclosure of the date of the special meeting is made.
A Stockholder's Notice shall mean a written notice to the
secretary of the corporation which sets 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 (including the form of the proposal) and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series
and number of shares of capital stock of the corporation that are
owned beneficially or of record by such stockholder, indicating the
name and address of any beneficial owner of such shares, (iv) a
description of all arrangements or understandings between such
stockholder (and any person acting on behalf of the 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 stockholder in 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.
Any notice of a Stockholder Nomination must set forth (a) as
to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of
shares of capital stock of the corporation that are owned
beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of
1934, as then in effect (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the stockholder
giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of
capital stock of the corporation that are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements
or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
For purposes of this Section 11, "public disclosure" shall
mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in
a document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all cases
act as a board, and they may adopt such rules and regulations for
the conduct of their meetings and the management of the
corporation, as they may deem proper, not inconsistent with these
by-laws and the laws of this State.
2. NUMBER OF DIRECTORS, TENURE AND QUALIFICATIONS.
The Board of Directors shall consist of eight (8)
directors, provided that the size of the Board of Directors shall
increase automatically, without any further amendment to this
Section 2, to nine (9) directors upon the election or appointment
of the Additional Nominee (as defined in that certain Agreement,
dated July 25, 1997, among the corporation, Jerome Kalishman, Nancy
F. Kalishman, The Jerome and Nancy Kalishman Family Fund, Robert W.
Affholder, Xanadu Investments, L.P., Paul A. Biddelman, Stephen P.
Cortinovis, Anthony W. Hooper, Silas Spengler, Sheldon Weinig and
Russell B. Wight, Jr., as it may be amended from time to time (the
"Agreement")) contemplated by, and selected in accordance with, the
provisions of the Agreement. Such directors (except as hereinafter
provided for the filling of vacancies) shall be elected in
accordance with the Corporation's Certificate of Incorporation by
the stockholders by a plurality vote of the number of shares voting
at the meeting at which such election shall take place.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without
other notice than this by-law immediately after, and at the same
place as, the annual meeting of stockholders. The directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at
the request of the president, the Chairman of the Board, or any two
directors. The person or persons authorized to call special
meetings of the directors may fix the place either within or
without the state or country, for holding any special meeting of
the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 24
hours previously thereto by written notice delivered personally, or
by telegram or telecopy or mailed to each director at his residence
or business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
6. QUORUM.
At any meeting of the directors a majority shall
constitute a quorum for the transaction of business, but if less
than said number is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
directors.
8. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES.
Any vacancy on the board of directors and any newly-
created directorship resulting from an increase in the number of
directors may be filled by the directors in accordance with the
Corporation's Certificate of Incorporation and Section 14 of this
Article III.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed only for cause
by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written
notice to the board, the president or the secretary of the
corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
The Board of Directors shall have the authority to fix
the compensation of directors. Nothing herein shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed compensation for attending committee
meetings.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting
of the directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its
members an executive committee and other committees, each
consisting of one or more directors. Each such committee shall
serve at the pleasure of the board.
14. NOMINATING COMMITTEE
Effective immediately subsequent to the 1999 annual
meeting of stockholders, the board shall designate a nominating
committee consisting of three directors who shall serve at the
pleasure of the board, the functions of which shall include
establishing criteria for the selection of the nominees for
election as directors, reviewing the qualifications of and
maintaining information concerning potential nominees, making
appropriate recommendations to the Board with respect to nominees
for election as directors at the annual meeting of stockholders,
reviewing on a long-term basis the size and composition of the
board, and, as vacancies occur on the board between annual
meetings, establishing procedures for stockholders to submit and
said Committee to review proposed nominations. The board shall not,
subsequent to the 1999 annual meeting of the stockholders, nominate
any person not then serving as a director for election as a
director, or fill any vacancy on the board with any person, unless
such person is either (i) recommended to the board by said
Committee or (ii) approved by the unanimous vote of the members of
the board of directors. The presence of all members of said
Committee shall be necessary to constitute a quorum and to transact
business, and the act of the majority of the members at a meeting
at which a quorum is present shall be the act of said Committee.
Meetings of said Committee may be called by any member thereof,
upon written or oral notice of such meeting given to each member at
least 24 hours prior thereto. The Chairman of the Board shall
preside at all meetings of said Committee.
15. NOTICE AND APPROVAL OF CERTAIN ACTIONS
Notwithstanding any other provision of these By-laws (and
except for the implementation of Sections 2(a), (b), (c) and (e)
and Section 6 of the Agreement): (a) in the event that any director
proposes to bring before any regular or special meeting of the
Board of Directors any proposal relating to any amendment of the
Corporation's Certificate of Incorporation or these By-laws or the
Agreement (as defined in Article III, Section 2), or any change in
the structure, composition (other than such director's resignation)
or governance of the Board of Directors (any such action being
referred to herein as a "Special Action"), such director must
provide written notice thereof (including a reasonably detailed
description of such proposal) to each member of the Board of
Directors at least seven days prior to the date of the directors'
meeting at which the Special Action is to be proposed; and (b) the
taking of any Special Action by the Board of Directors must be
approved by a majority of all directors then serving; provided,
however, that no Special Action which would have any effect prior
to the 1999 annual meeting of the stockholders may be taken if such
Special Action would conflict with, have the effect of modifying or
otherwise frustrating any provision of the Agreement, including,
without limitation, any amendment to Article SIXTH of the
Corporation's Certificate of Incorporation or Section 2 of this
Article III, as such provisions will be in effect pursuant to the
Agreement following the 1997 annual meeting of the stockholders.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a chairman of
the board, a vice chairman of the board,a president, one or more
senior vice presidents, one or more vice presidents, a secretary
and a treasurer, each of whom shall be elected by the directors.
Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors. In
addition, the President may from time to time appoint such officers
of operating divisions, and such contracting and attesting
officers, of the corporation as he may deem proper, who shall have
such authority, subject to the control of the directors, as the
President may from time to time prescribe.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the
directors held after each annual meeting of the stockholders. Each
officer elected by the directors shall hold office until his
successor shall have been duly elected and shall have qualified or,
if earlier, until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Each officer of
the corporation appointed by the President shall hold office for
such period as the President may from time to time prescribe or, if
earlier, until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer elected or appointed by the directors, or any
officer appointed by the President, may be removed by the directors
whenever in their judgment the best interests of the corporation
would be served thereby, but such removal shall be without
prejudice to the contract, if any, of the person so removed. Any
officer appointed by the President may be removed by the President
whenever in his judgment the best interests of the corporation
would be served thereby, but such removal shall be without
prejudice to the contract, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise of an officer elected or
appointed by the directors may be filled by the directors for the
unexpired portion of the term. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise of any
officer appointed by the President may be filled by the President
for the unexpired portion of the term.
4A. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside, when present, at
all meetings of the Board of Directors and at all meetings of the
stockholders and will perform such other duties as may be
prescribed from time to time by the Board or these By-laws.
4B. VICE CHAIRMAN OF THE BOARD.
In the absence of the Chairman of the Board or in the
event of his death, inability or refusal to act, the Vice Chairman
of the Board shall perform the duties of the Chairman of the Board
and, when so acting, shall have all the powers of and be subject to
all the restrictions on the Chairman of the Board. The Vice
Chairman of the Board shall perform such other duties as may be
prescribed from time to time by the Board or these by-laws.
Notwithstanding any other provisions of these By-laws, the Vice
Chairman of the Board, acting in any capacity, shall not have the
power to call any special meeting of the Stockholders.
5. PRESIDENT.
The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors,
shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the
Board and stockholders are carried into effect. He shall have the
general authority to execute bonds, deeds and contracts, in the
name of the corporation and affix the corporate seal thereto; to
sign stock certificates; to cause the employment or appointment of
such employees and agents of the corporation as the proper conduct
of operations may require, and to fix their compensation, subject
to the provisions of these By-laws; to remove or suspend any
employee or agent who shall have been employed or appointed under
his authority or under authority of an officer subordinate to him;
and, in general, to exercise all the powers and authority usually
appertaining to the chief executive officer of a corporation.
6. VICE-PRESIDENT.
In the absence of the president or in the event of his
death, inability or refusal to act, one of the vice-presidents
designated by the directors shall perform the duties of the
president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The
vice-president shall perform such other duties as from time to time
may be assigned to him by the president or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders'
and of the directors' meetings in one or more books provided for
that purpose, see that all notices are duly given in accordance
with the provisions of these by-laws or, as required, be custodian
of the corporate records and of the seal of the corporation and
keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have
general charge of the stock transfer books of the corporation and
in general perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him
by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the directors shall determine. He shall
have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies
due and payable to the corporation from any source, whatsoever, and
deposit all such monies in the name of corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with these by-laws and in general perform all of the
duties incident to the office of treasurer and such other duties as
from time to time may be assigned to him by the president or by the
directors.
9. SALARIES.
The salaries of those officers elected or appointed by
the directors shall be fixed from time to time by the directors and
no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
The President may authorize any contracting officer appointed by
him pursuant to Section 1 of Article IV to enter into any pipeline
rehabilitation contract in the ordinary course of business of the
corporation, or execute and deliver any instrument in connection
therewith, in the name and on behalf of the corporation.
2. LOANS.
No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the directors. Such authority may be
general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositaries as the directors
may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall
be in such form as shall be determined by the directors. Such
certificates shall be signed by any of the chairman of the board,
or the president, as authorized by the directors and the secretary,
or such other officers authorized by law and by the directors. All
certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to
the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new
one may be issued therefor upon such terms and indemnity to the
corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, and cancel
the old certificate; every such transfer shall be entered on the
transfer book of the corporation which shall be kept at its
principal office.
(b) The corporation shall be entitled to treat the holder
of record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognized any equitable or
other claim to or interest in such 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 this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the first
day of January in each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, year of incorporation and
the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the
corporation under the provisions of these by-laws or under the
provisions of the articles of incorporation, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
Except as otherwise provided by law, the Board of Directors
may adopt, alter, amend or repeal the by-laws of the Corporation,
provided, however, that the stockholders, representing a majority
of all the shares issued and outstanding at any annual stock
holders' meeting or at any special stockholders' meeting, may
repeal, alter or amend by-laws adopted by the Board or Directors
and may adopt new by-laws; provided, further, however, that the
size of the Board of Directors, as set forth in Section 2 of
Article III, may only be amended by a vote of at least 80% of the
members of the Board of Directors or by a vote of the stockholders,
representing a majority of all of the shares issued and
outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting provided, further, however, that the
provisions of Sections 8 and 14 of Article III may only be amended
by a unanimous vote of the members of the board of directors or by
a vote of the stockholders, representing a majority of all of the
shares issued and outstanding, at any annual stockholders' meeting
or at any special stockholders' meeting.