EXHIBIT 3.6
-----------
BY-LAWS
OF
CONFERENCE SOURCE INTERNATIONAL, INC.
ARTICLE I
OFFICES
-------
Section 1. Registered Office. The registered office shall be in the Sate
------------------
of Georgia, County of Fulton.
Section 2. Other Offices. The corporation may also have offices at such
-------------
other places both within and without the State of Georgia as the board of
directors may from time to time determine and the business of the corporation
may require or make desirable.
ARTICLE II
SHAREHOLDERS MEETINGS
---------------------
Section 1. Annual Meetings. The annual meeting of the shareholders of the
---------------
corporation shall be held at the principal office of the corporation or at such
other place within or without the United States as may be determined by the
board of directors, at 10:00 a.m. on the last business day of the fifth month
following the close of each fiscal year or at such other time and date prior
thereto and following the close of the fiscal year as shall be determined by the
board of directors, for the purpose of electing directors and transacting such
other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders shall
----------------
be held at the principal office of the corporation or at such other place within
or without the United States as may be designated in the notice of said
meetings, upon call of the chairman of the board of directors or the president
and shall be called by the president or the secretary when so directed by the
board of directors or at the request in writing of shareholders owning at least
25% of the issued and outstanding capital stock of the corporation entitled to
vote thereat. Any such request shall state the purposes for which the meeting
is to be called.
Section 3. Notice of Meetings. Written notice of every meeting of
------------------
shareholders, stating the place, date and hour of the meetings, shall be given
personally or by mail to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 50 days before the date of the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail with first class postage (air mail postage if the address is
outside the United States) thereon prepaid addressed to the shareholder at his
address as it appears on the corporation's record of shareholders. Attendance
of a shareholder at a meeting of shareholders shall constitute a waiver of
notice of such meeting and of all objections to the place or time of meeting, or
the manner in which it has been called or convened, except when a shareholder
attends a meeting solely for the purpose of stating, at the beginning of the
meeting, any such objection to the transaction of any business. Notice need not
be given to any shareholder who signs a waiver of notice, in person or by proxy,
either before or after the meeting.
Section 4. Quorum. The holders of a majority of the stock issued and
------
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of the shareholders except as otherwise provided by statute, by the articles of
incorporation, or by these bylaws. If a quorum is not present or represented
at any meeting of the shareholders, a majority of the shareholders entitled to
vote thereat, present in person or represented by proxy, may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. 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. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.
Section 5. Order of Business. At the annual meeting of shareholders the
-----------------
order of business shall be as follows:
1. Calling meeting to order.
2. Proof of notice of meeting.
3. Reading of minutes of last previous annual
meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Miscellaneous business.
Section 6. Voting. When a quorum is present at any meeting, the vote of
------
the holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law or of the
articles of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the question. Each
2
shareholder shall at every meeting of the shareholders be entitled to one vote,
in person or by proxy, for each share of the capital stock having voting power
registered in his name on the books of the corporation, but no proxy shall be
voted or acted upon after 11 months from its date, unless otherwise provided in
the proxy.
Section 7. Consent of Shareholders. Any action required or permitted to
-----------------------
be taken at any meeting of the shareholders may be taken without a meeting if
all of the shareholders consent thereto in writing, setting forth the action so
taken. Such consent shall have the same force and effect as a unanimous vote of
shareholders.
Section 8. List of Shareholders. The corporation shall keep at its
--------------------
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving their names
and addresses and the number, class and series, if any, of the shares held by
each. The officer who has charge of the stock transfer books of the corporation
shall prepare and make, before every meeting of shareholders or any adjournment
thereof, a complete list of the shareholders entitled to vote at the meeting or
any adjournment thereof, arranged in alphabetical order, with the address of and
the number and class and series, if any, of shares held by each. The list shall
be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of the meeting
for the purposes thereof. The said list may be the corporation's regular record
of shareholders if it is arranged in alphabetical order or contains an
alphabetical index.
ARTICLE III
DIRECTORS
---------
Section 1. Powers. Except as otherwise provided by any legal agreement
------
among shareholders, the property, affairs and board of directors, which may
exercise all powers of the corporation and do all lawful acts and things which
are not by law, by any legal agreement among shareholders, by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 2. Number, Election and Term. The number of directors which shall
-------------------------
constitute the whole board shall be six (6). Provided, however, the number of
directors may be increased or decreased from time to time by the board of
directors by amendment of this by-law, but no decrease shall have the effect of
shortening the term of an incumbent director. The directors shall be elected by
plurality vote at the annual meeting of shareholders, except as hereinafter
provided, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation, removal from office or
death. Directors shall be natural persons who have attained the age of 18
years, but need not be residents of the State of Georgia or shareholders of the
corporation.
3
Section 3. Vacancies. Vacancies, including vacancies resulting from any
---------
increase in the number of directors, but not including vacancies resulting from
removal from office by the shareholders, may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced. If there are no directors in office, then vacancies shall be filled
through election by the shareholders.
Section 4. Meetings and Notice. The board of directors of the corporation
-------------------
may hold meetings, both regular and special, either within or without the State
of Georgia. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by
resolution of the board. Special meetings of the board may be called by the
chairman of the board or president or by any two directors on one day's oral,
telegraphic or written notice duly given or served on each director personally,
or three days' notice deposited, first class postage (air mail postage if the
address is outside of the United States) prepaid, in the United States mail.
Such notice shall state a reasonable time, date and place of meeting, but the
purpose need not be stated therein. Notice need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of
a director at a meeting shall constitute a waiver of notice of such meeting and
waiver of all objections to the place and time of the meeting, or the manner in
which it has been called or convened except when the director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business.
Section 5. Quorum. At all meetings of the board a majority of directors
------
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board, except as may be otherwise specifically provided
by law, by the articles of incorporation, or by these by-laws. If a quorum
shall not be present at any meeting of the board, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. Conference Telephone Meeting. Unless the articles of
----------------------------
incorporation or these by-laws otherwise provide, members of the board of
directors, or any committee designated by the board, may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other. Participation in the meeting shall constitute presence in
person.
Section 7. Consent of Directors. Unless otherwise restricted by the
--------------------
articles of incorporation or these by-laws, any action required or permitted to
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, setting forth the action so taken, and
the writing or writings are filed with the minutes of the proceedings of the
board or committee. Such consent shall have the same force and effect as a
unanimous vote of the board.
4
Section 8. Committees. The board of directors may, by resolution passed
----------
by a majority of the whole board, designate from among its members one or more
committees, each committee to consist of two or more directors. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of such committee. Any such committee,
to the extent provided in the resolution, shall have and may exercise all of the
authority of the board of directors in the management of the business and
affairs of the corporation except that it shall have no authority with respect
to (1) amending the articles of incorporation or these by-laws; (2) adopting a
plan of merger or consolidation; (3) the sale, lease, exchange or other
disposition of all or substantially all of the property and assets of the
corporation; and (4) a voluntary dissolution of the corporation or a revocation
thereof. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors. A
majority of each committee may determine its action and may fix the time and
places of its meetings, unless otherwise provided by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.
Section 9. Removal of Directors. At any shareholders' meeting with
--------------------
respect to which notice of such purpose has been given, any director may be
removed from office, with or without cause, by the vote of shareholders
representing a majority of the issued and outstanding capital stock entitled to
vote for the election of directors, and his successor may be elected at the same
or any subsequent meeting of shareholders; provided that to the extent any
vacancy created by such removal is not filled by such an election within 60 days
after such removal, the remaining directors shall, by majority vote, fill any
such vacancy.
Section 10. Compensation of Directors. Directors shall be entitled to
-------------------------
such reasonable compensation for their services as directors or members of any
committee of the board as shall be fixed from time to time by resolution adopted
by the board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending any meeting of the board or any such committee.
ARTICLE IV
OFFICERS
--------
Section 1. Number. The officers of the corporation shall be chosen by the
------
board of directors and shall be a president, a secretary and a treasurer. The
board of directors may also choose a chairman of the board, one or more vice-
presidents, assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person. The board of directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.
5
Section 2. Compensation. The salaries of all officers and agents of the
------------
corporation shall be fixed by the board of directors or a committee or officer
appointed by the board.
Section 3. Term of Office. Unless otherwise provided by resolution of the
--------------
board of directors, the principal officers shall be chosen annually by the board
at the first meeting of the board following the annual meeting of shareholders
of the corporation, or as soon thereafter as is conveniently possible.
Subordinate officers may be elected from time to time. Each officer shall serve
until his successor shall have been chosen and qualified, or until his death,
resignation or removal.
Section 4. Removal. Any officer may be removed from office at any time,
-------
with or without cause, by the board of directors whenever in its judgment the
best interest of the corporation will be served thereby.
Section 5. Vacancies. Any vacancy in an office resulting from any cause
---------
may be filled by the board of directors.
Section 6. Powers and Duties. Except as hereinafter provided, the
-----------------
officers of the corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the board of directors.
(a) President. The president shall be the chief executive officer of the
---------
corporation, shall preside at all meetings of the shareholders and (unless the
board shall have created an office of chairman of the board) 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 of
directors are carried into effect. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
(b) Vice-President. In the absence of the president or in the event of his
--------------
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in the
absence of any designation, then in the order of their election) 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-presidents
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
(c) Secretary. The secretary shall attend all meetings of the board of
---------
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice
6
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
(d) Assistant Secretary. The assistant secretary or if there be more than
-------------------
one, the assistant secretaries in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
(e) Treasurer. The treasurer shall have the custody of the corporate
---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation. If required by the board of
directors, he shall give the corporation a bond (which shall be renewed every
six years) in such sum and with such surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
(f) Assistant Treasurer. The assistant treasurer, or if there shall be
-------------------
more than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 7. Voting Securities of Corporation. Unless otherwise ordered by
--------------------------------
the board of directors, the president shall have full power and authority on
behalf of the corporation to attend and to act and vote at any meetings of
security holders of corporations in which the corporation may hold securities,
and at such meetings shall possess and may exercise any and all rights and
powers incident to the ownership of such securities which the corporation might
have possessed and exercised if it had been present. The board of directors by
resolution from time to time may confirm like powers upon any other person or
persons.
7
ARTICLE V
CERTIFICATE
-----------
Section 1. Form of Certificate. Every holder of fully-paid stock in the
--------------------
corporation shall be entitled to have a certificate in such form as the board of
directors may from time to time prescribe.
Section 2. Lost Certificates. The board of directors may direct that a
-----------------
new certificate be issued in place of any certificate theretofore issued by the
corporation and alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 3. Transfers. (a) Transfers of shares of the capital stock of the
---------
corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his duly authorized attorney, or with a transfer clerk or
transfer agent appointed as provided in Section 5 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.
(b) The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and for all other purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
(c) Shares of capital stock may be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificates or by separate written power of attorney to sell,
assign and transfer the same, signed by the record holder thereof, or by his
duly authorized attorney-in-fact, but no transfer shall affect the right of the
corporation to pay any dividend upon the stock to the holder of record as the
holder in fact thereof for all purposes, and no transfer shall be valid, except
between the parties thereto, until such transfer shall have been made upon the
books of the corporation as herein provided.
(d) The board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these by-laws or the
articles of incorporation,
8
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the corporation.
Section 4. Record Date. In order that the corporation may determine the
-----------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled 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, in advance, a record date,
which shall not be more than 50 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If no record date is fixed
for the determination of shareholders entitled to notice of and to vote at any
meeting of shareholders, the record date shall be at the close of business on
the day next preceding the day on which the 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. If no record date is fixed for other purposes, the record
date shall be at the close of business on the day next preceding the day on
which the board of directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
board of directors shall fix a new record date for the adjourned meeting.
Section 5. Transfer Agent and Registrar. The board of directors may
----------------------------
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates of stock to bear the signature
or signatures of any of them.
ARTICLE VI
GENERAL PROVISIONS
------------------
Section 1. Dividends. Dividends upon the capital stock of the
---------
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special meetings,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the corporation's capital stock, subject to the provisions of the articles of
incorporation. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed
-----------
by resolution of the board of directors.
9
Section 3. Seal. The corporate seal shall have inscribed thereon the name
----
of the corporation, the year of its organization and the words "Corporate Seal"
and "Georgia". The seal may be used by causing it or a facsimile thereof to be
impressed of affixed or reproduced or otherwise. In the event it is
inconvenient to use such a seal at any time, the signature of the corporation
followed by the word "Seal" enclosed in parentheses shall be deemed the seal of
the corporation.
Section 4. Annual Statements. Not later than four months after the close
-----------------
of each fiscal year, and in any case prior to the next annual meeting of
shareholders, the corporation shall prepare:
(1) A balance sheet showing in reasonable detail of the financial
condition of the corporation as of as of the close of its fiscal year, and
(2) A profit and loss statement showing the results of its operations
during its fiscal year.
Upon written request, the corporation promptly shall mail to any shareholder of
record a copy of the most recent such balance sheet and profit and loss
statement.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
-------------------------------------------------
AND AGENTS
----------
Section 1. Right of Indemnification and Standards of Conduct. Every
-------------------------------------------------
person (and the heirs and legal representatives of such person) who is or was a
director, officer, employee or agent of this corporation or any other
corporation, partnership, joint venture, trust or other enterprise of which he
served as such at the request of this corporation, may in accordance with
Section 2 hereof be indemnified for any expenses and other liabilities that may
be incurred by him in connection with or resulting from any threatened, pending
or completed action, suit or proceedings, whether civil, criminal,
administrative or investigative (provided, however, that in the case of actions,
suits or proceedings brought by or in the right of this corporation,
indemnification hereunder shall be limited solely to expenses arising
thereunder), or in connection with any appeal relating thereto, in which he may
become involved, as a party or prospective party or otherwise, by reason of his
being or having been a director, officer, employee or agent of this corporation
or such other corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action taken or not taken in such capacity or as
a member of any committee appointed by the board of directors of this
corporation to act for, in the interest of, or on behalf of this corporation,
whether or not he continues to be such at the time such expenses or other
liabilities shall have been incurred; provided such person acted in a manner he
reasonably believed to be in or not opposed to the best interests of this
corporation and, in the
10
case of any action, suit or proceeding brought by or in the right of this
corporation, in good faith and, in addition, with respect to any criminal action
or proceeding, such person did not have reasonable cause to believe that his
conduct was unlawful. As used in this Article, the terms "expenses" and "other
liabilities" shall be limited to those expenses and other liabilities actually
and reasonably incurred, including, but not limited to attorneys' fees and
disbursement expenses and amounts of judgments, fines or penalties, and amounts
paid in compromise or settlement by a director, officer, employee or agent. The
termination of any claim, action , suit or proceeding, by judgment, order,
compromise, settlement (with or without court approval) or conviction or upon a
plea of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer, employee or agent did not meet the
standards of conduct set forth in this Section.
Section 2. Determination of Right of Indemnification. Every person (and
-----------------------------------------
the heirs and legal representatives of such person) referred to in Section 1
hereof who has been wholly successful, on the merits or otherwise, with respect
to any claim, action, suit or proceeding of the character described in Section 1
hereof shall be entitled to indemnification as of right without any further
action or approval by the board of directors. Except as provided in the
immediately preceding sentence, any indemnification under Section 1 next above
shall be made at the discretion of this corporation, but only if (a) the board
of directors, acting by majority vote of a quorum consisting of directors who
were not parties to such claim, action, suit or proceeding, present or voting,
shall find that the director, officer, employee or agent has met the standard of
conduct set forth in Section 1 hereof, or (b) if no such quorum of the board
exists, or if a quorum of disinterested directors so directs, independent legal
counsel selected by such disinterested directors or, if they so direct, by any
Judge of the United States District Court for the Northern District of Georgia,
Atlanta Division, at the request of either the corporation or the person seeking
indemnification, shall deliver to the corporation their written opinion that
such director, officer, employee or agent has met such standards, or (c) the
holders of a majority of stock then entitled to vote for the election of
directors shall determine by affirmative vote that such director, officer,
employee or agent has met such standards.
Notwithstanding the foregoing, no director, officer, employee or agent who
was or is a party to any action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of this or such other corporation,
partnership, joint venture, trust or other enterprise shall be indemnified in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to this corporation unless and except to the extent that
the Court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability and in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court shall deem proper.
Section 3. Advance of Expenses. Expenses incurred with respect to any
-------------------
claim, action, suit or proceeding of the character described in Section 1 of
this Article VII may be advanced by the corporation prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it shall ultimately be determined that he is
not entitled to indemnification under this Article.
11
Section 4. Rights of Indemnification Cumulative. The rights of
------------------------------------
indemnification and advancement of expenses provided by or granted pursuant to
this Article VII shall be in addition to any rights to which any such director,
officer, employee or agent may otherwise be entitled under any by-law,
resolution or agreement otherwise permitted by applicable law, specifically or
in general terms approved by majority vote of shareholders, or otherwise, and
shall be in addition to the power of the corporation to purchase and maintain
insurance on behalf of any such director, officer, employee or agent against any
liability asserted against him and incurred by him in such capacity, or arising
out of his status as such, regardless of whether the corporation would have the
power to indemnify him against such liability under this Article or otherwise.
Section 5. Statement to Shareholder. If any expenses or other amounts are
------------------------
paid by way of indemnification, otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall, not later than the next annual meeting of
shareholders unless such meeting is held within three months from the date of
such payment, and, in any event, within 15 months from the date of such payment,
sent in accordance with the manner of disseminating notice of shareholders'
meetings to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the persons paid, the amounts paid,
and the nature and status at the time of such payment of the litigation or
threatened litigation.
ARTICLE VIII
AMENDMENTS
----------
The board of directors shall have power to alter, amend or repeal the by-
laws or adopt new by-laws by majority vote of all the directors, but any by-laws
adopted by the board of directors may be altered, amended or repealed and new
by-laws adopted, by the shareholders by majority vote of all of the shares
having voting power.
12