EXHIBIT 3.13
SECOND AMENDED AND RESTATED
BY-LAWS FOR THE REGULATION
OF
MEN'S APPAREL GUILD IN CALIFORNIA, INC.
SHAREHOLDERS
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1. Annual Meeting. Unless the Board of Directors or the President of the
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corporation selects a different time or date, the annual meeting of shareholders
shall be held at 11:00 a.m. on the last Wednesday in February. The annual
meeting shall be for the purpose of electing a Board of Directors and
transacting such other business as may properly be brought before the meeting.
2. Special Meeting. Special meetings of shareholders may be called at any
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time by the Board of Directors, the Chairman of the Board, the President or the
holders of shares entitled to cast not less than one-tenth of the votes at the
meeting.
3. Place. Meetings of shareholders shall be held at the principal
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executive office of the corporation or at any other place, within or without
California, which is designated by the Board of Directors or the President.
4. Notice.
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(a) Annual and Special Meetings. A written notice of each meeting of
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shareholders shall be given not more than 60 days and, except as provided below,
not less than 10 (or, if sent by third-class mail, 30) days before the meeting
to each shareholder entitled to vote at the meeting. The notice shall state the
place, date and hour of the meeting and, if directors are to be elected at the
meeting, the names of the nominees intended to be presented by the Board of
Directors for election. The notice shall also state (i) in the case of an
annual meeting, those matters which the Board of Directors intends to present
for action by the shareholders, and (ii) in the case of a special meeting, the
general nature of the business to be transacted and that no other business may
be transacted. Notice shall be delivered personally, by mail or other means
addressed to each such shareholder at the address of the shareholder appearing
on the books of the corporation, the address given by the shareholder to the
corporation for the purpose of notice or as otherwise provided by law. Upon
written request to the Chairman of the Board, the President, the Secretary or
any Vice President of the corporation by any person (other than the Board of
Directors) entitled to call a special meeting of shareholders, the person
receiving such request shall cause notice to be given to the shareholders
entitled to vote that a meeting will be held at a time requested by the person
calling the meeting not less than 35 nor more than 60 days after receipt of the
request.
(b) Adjourned Meetings. Notice of an adjourned meeting need not be
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given if (i) the meeting is adjourned for 45 days or less, (ii) the time and
place of the adjourned meeting
are announced at the meting at which the adjournment is taken and (iii) no new
record date is fixed for the adjourned meeting. Otherwise, notice of the
adjourned meeting shall be given as in the case of an original meeting.
5. Record Date. The Board of Directors may fix in advance a record date
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for the determination of the shareholders entitled to notice of any meeting, to
vote, to receive any dividend or other distribution or allotment of rights or to
exercise any rights. The record date shall be not more than 60 nor less than 10
days prior to the date of the meeting nor more than 60 days prior to such other
action. If no record date is fixed, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the business day next preceding the day on which notice is
given or, if notice is waived, the close of business on the business day next
preceding the day on which the meeting is held. The record date for determining
shareholders entitled to give consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors has been taken, shall be
the day on which the first written consent is given. The record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto, or the 60th day prior to the date of such other action, whichever is
later. Except as otherwise provided by law, only shareholders at the close of
business on the record date are entitled to notice and to vote, to receive the
dividend, distribution or allotment of rights or to exercise rights, as the case
may be, notwithstanding any transfer of shares on the books of the corporation
occurring after the record date. Except as otherwise provided by law, the
corporation shall be entitled to treat the holder of record of any shares as the
holder in fact of such shares and shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not the corporation shall have express or other notice of such claim
or interest. 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 fixes a new record date. The Board of
Directors shall fix a new record date if the adjourned meeting takes place more
than 45 days after the date set for the original meeting.
6. Meeting Without Regular Call and Notice. The transactions of any
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meeting of shareholders, however called and noticed and wherever held, are as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present in person or by proxy and if, either before or after the
meeting, each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting. Attendance of a
shareholder at a shareholders' meeting shall constitute a waiver of notice of
such meeting unless, at the beginning of the meeting, the shareholder objects to
the transaction of any business because the meeting was not properly called or
convened or, with respect to the consideration of a matter required to be
included in the notice for the meeting which was not so included, the
shareholder expressly objects to such consideration at the meeting.
7. Quorum and Required Vote. A majority of the shares entitled to vote,
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represented in person or by proxy, constitutes a quorum for the transaction of
business. No business may be transacted at a meeting in the absence of a quorum
other than the adjournment of the meeting,
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except that if a quorum is present at the commencement of the meeting, business
may be transacted until the meeting is adjourned even though the withdrawal of
shareholders results in less than a quorum. If a quorum is present at a meeting,
the affirmative vote of the holders of shares having a majority of the voting
power of the shares represented and voting at the meeting on any matter shall be
the act of the shareholders unless the vote of a larger number or voting by
classes is required by law or the Articles of Incorporation. If a quorum is
present at the commencement of a meeting but the withdrawal of shareholders
results in less than a quorum, the affirmative vote of a majority of shares
required to constitute a quorum shall be the act of the shareholders unless the
vote of a larger number is required by law or the Articles of Incorporation. Any
meeting of shareholders, whether or not a quorum is present, may be adjourned by
the vote of a majority of the shares represented at the meeting.
8. Proxies. A shareholder may be represented at any meeting of
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shareholders by a written proxy signed by the person entitled to vote or by such
person's duly authorized attorney-in-fact. A proxy must bear a date within 11
months prior to the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the Secretary of
the corporation stating that the proxy is revoked or by a subsequent proxy
executed and delivered to the Secretary by, or by attendance at the meeting and
voting in person by, the person executing the proxy.
9. Voting. Except as provided below or as otherwise provided by the
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Articles of Incorporation or by law, a shareholder shall be entitled to one vote
for each share held of record on the record date fixed for the determination of
the shareholders entitled to vote or, if no such date is fixed, the date
determined in accordance with law. Upon the demand of any shareholder made at a
meeting before the voting begins, the election of directors shall be by ballot.
At any election of directors, shareholders may cumulate votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are entitled or distribute
votes according to the same principle among as many candidates as desired. No
shareholder shall be entitled to cumulate votes for any one or more candidates
unless such candidate or candidates' names have been placed in nomination prior
to the voting and at least one shareholder has given notice at the meeting prior
to the voting of such shareholder's intention to cumulate votes.
10. Election Inspectors. One or three election inspectors may be
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appointed by the Board of Directors in advance of a meeting of shareholders or
at the meeting by the chairman of the meeting. If not previously chosen, one or
three inspectors shall be appointed by the chairman of the meeting if a
shareholder or proxyholder so requests. When inspectors are appointed at the
request of a shareholder or proxyholder, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors shall be
chosen. The election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and determine the
results of voting and shall do all other acts necessary or helpful to the
expeditious and impartial conduct of the vote. If there are three inspectors,
the decision, act or certificate of a majority of the inspectors is effective as
if made by all.
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11. Action Without Meeting. Except as provided below or by the Articles
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of Incorporation, any action which may be taken at a meeting of shareholders may
be taken without a meeting and without prior notice if a consent in writing
setting forth the action so taken is signed by the holders of outstanding shares
having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
on such action were present and voted. Unless the consents of all shareholders
entitled to vote have been solicited in writing, the corporation shall give to
those shareholders entitled to vote who have not consented in writing (i) a
written notice at least 10 days before consummation of an action authorized by
shareholders without a meeting covered by the following Sections of the
California Corporations Code: 310 (certain transactions involving interested
directors), 317 (indemnification of corporate agents), 1201 (reorganizations)
and 2007 (certain distributions of assets) and (ii) a written notice promptly
after the taking of any other action approved by shareholders without a meeting.
Subject to Section 305(b) of the California Corporations Code, directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.
12. Reports. The annual report to shareholders specified in Section 1501
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of the California Corporations Code is dispensed with, except as the Board of
Directors may otherwise determine, as long as there are less than 100 holders of
record of the corporation's shares. Any such annual report sent to shareholders
shall be sent at least 15 (or, if sent by third-class mail, 35) days prior to
the next annual meeting of shareholders and not later than 120 days after the
close of the fiscal year.
13. Lost Stock Certificates. The corporation may cause a new stock
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certificate to be issued in place of any certificate previously issued by the
corporation alleged to have been lost, stolen or destroyed. The corporation
may, at its discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating that such
certificate was lost, stolen or destroyed or to give the corporation a bond or
other security sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged loss,
theft or destruction or the issuance of a new certificate.
BOARD OF DIRECTORS
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14. Number. The authorized number of directors of this corporation shall
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be not less than three (3) nor more than five (5), provided, that (i) so long as
the Corporation has only one shareholder, the authorized number of directors
shall be no less than (1), and (ii) so long as the Corporation has only two
shareholders, the authorized number of directors shall be no less than two (2).
The exact number of directors shall be fixed by resolution of the Board of
Directors. The indefinite number of directors may be changed or a definite
number fixed without provision for an indefinite number by an amendment to the
Articles of Incorporation or by amendment to these By-laws duly adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote. An amendment reducing the minimum number of directors to a
number less than five cannot be adopted if the votes cast against its adoption
at a meeting of the shareholders, or the shares not consenting in the case of
action by written consent, are equal to more than 16-2/3% of the outstanding
shares entitled to vote. No amendment may change the
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maximum number of authorized directors to a number greater than two times the
minimum number of directors minus one.
15. Powers. Subject to the limitations imposed by law or contained in the
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Articles of Incorporation, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the ultimate
direction of the Board of Directors.
16. Election, Term of Office and Vacancies. At each annual meeting of
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shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of any director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by a sole remaining director.
The shareholders may elect a director at any time to fill any vacancy not
filled, or which cannot be filled, by the Board of Directors. No reduction in
the authorized number of directors shall have the effect of removing any
director prior to the expiration of his term of office.
17. Removal. Except as provided below, any or all of the directors may be
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removed without cause if such removal is approved by the affirmative vote or
written consent of a majority of the outstanding shares entitled to vote.
Unless the entire Board of Directors is so removed, no director may be removed
if (i) the votes cast against removal, or not consenting in writing to such
removal in the case of written consent, would be sufficient to elect such
director if voted cumulatively at an election at which the same total number of
votes was cast or, if such action is taken by written consent, all shares
entitled to vote were voted and (ii) the entire number of directors authorized
at the time of the director's most recent election were then being elected.
18. Resignation. Any director may resign by giving notice to the Chairman
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of the Board, the President, the Secretary or the Board of Directors. The
resignation of a director shall be effective when given unless the director
specifies a later time. The resignation shall be effective regardless of
whether it is accepted by the corporation.
19. Compensation. If the Board of Directors so resolves, the directors,
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including the Chairman of the Board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity and receiving compensation for such service.
20. Committees. The Board of Directors may, by resolution adopted by a
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majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. To the extent permitted by the resolution of the Board of Directors,
a committee may exercise all of the authority of the Board except:
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(a) the approval of any action which, under the California
Corporations Code, must be approved by the outstanding shares or approved by the
shareholders;
(b) the filling of vacancies on the Board or any committee;
(c) the fixing of compensation of the directors for serving on the
Board or any committee;
(d) the adoption, amendment or repeal of By-laws;
(e) the amendment or repeal of any resolution of the Board which by
its express terms is not so amendable or repealable;
(f) a distribution to the shareholders of the corporation, except at a
rate, in a periodic amount or within a price range determined by the Board; and
(g) the appointment of any other committees of the Board or the
members of such committees.
21. Inspection of Records and Properties. Each director may inspect all
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books, records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be conducted either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.
22. Time and Place of Meetings and Telephone Meetings. Unless the Board
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of Directors determines otherwise, the Board shall hold a regular meeting during
each quarter of the corporation's fiscal year. One such meeting shall take
place immediately following the annual meeting of shareholders. All meetings of
directors shall be held at the principal executive office of the corporation or
at such other place, within or without California, as shall be designated in the
notice of the meeting or in a resolution of the Board of Directors. Directors
may participate in a meeting through use of conference telephone or similar
communications equipment, provided that all members so participating can hear
each other.
23. Call. Meetings of the Board of Directors, whether regular or special,
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may be called by the Chairman of the Board, the President, the Secretary, any
Vice President or any two directors.
24. Notice. Regular meetings of the Board of Directors may be held
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without notice if the time of such meetings has been fixed by the Board.
Special meetings shall be held upon four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph, and regular meetings
shall be held upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice must specify the purpose of any regular
or special meeting. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place of the
adjourned meeting is announced at the meeting at which the adjournment is taken,
but if a meeting is adjourned for more than 24 hours, notice of
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the adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.
25. Meeting Without Regular Call and Notice. The transactions of any
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meeting of the Board of Directors, however called and noticed or wherever held,
are as valid as though had at a meting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting. For such purposes,
a director shall not be considered present at a meeting if, although in
attendance at the meeting, the director protests the lack of notice prior to the
meeting or at its commencement.
26. Action Without Meeting. Any action required or permitted to be taken
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by the Board of Directors may be taken without a meeting, if all of the members
of the Board individually or collectively consent in writing to such action.
27. Quorum and Required Vote. A majority of the authorized number of
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directors then in office shall constitute a quorum for the transaction of
business, provided that, unless the authorized number of directors is one, the
number constituting a quorum shall not be less than the greater of one-third of
the authorized number of directors or two directors. Subject to the provisions
of Section 310 (relating to certain transactions involving interested directors)
and Section 317(e) (relating to indemnification of corporate agents) of the
California Corporations Code, every act or decision done or made by a majority
of the directors present at a meeting duly held at which a quorum is present is
the act of the Board. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for
such meeting. A majority of the directors present at a meeting, whether or not
a quorum is present, may adjourn the meeting to another time and place.
28. Committee Meetings. The principles set forth in Sections 22 through
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27 of these By-laws shall apply to committees of the Board of Directors and to
actions taken by such committees.
29. Indemnification of Directors and Officers.
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(a) Indemnification. As authorized by the articles of incorporation,
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to the fullest extent permissible under California law and in excess of that
which is expressly permitted by Section 317 of the California Corporations Code,
the corporation shall indemnify its directors and officers against all expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
by them in connection with any proceeding, including an action by or in the
right of the corporation, by reason of the fact that such person is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, trustee, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans). To the fullest
extent permissible under California law, expenses incurred by a director or
officer seeking indemnification under this By-law in defending any proceeding
shall be advanced by the
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corporation as they are incurred upon receipt by the corporation of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that the director or officer is not entitled
to be indemnified by the corporation for those expenses. If, after the effective
date of this By-law, California law is amended in a manner which permits the
corporation to authorize indemnification of or advancement of expenses to its
directors or officers, in any such case to a greater extent than is permitted on
such effective date, the references in this By-law to "California law" shall to
that extent be deemed to refer to California law as so amended. The rights
granted by this By-law are contractual in nature and, as such, may not be
altered with respect to any present or former director or officer without the
written consent of that person.
(b) Procedure. Upon written request to the Board of Directors by a
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person seeking indemnification under this By-law, the Board shall promptly
determine in accordance with Section 317(e) of the California Corporations Code
whether the applicable standard of conduct has been met and, if so, the Board
shall authorize indemnification. If the Board cannot authorize indemnification
because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of
directors who are not parties to the proceeding, then, upon written request by
the person seeking indemnification, independent legal counsel (by means of a
written opinion obtained at the corporation's expense) or the corporation's
shareholders shall determine whether the applicable standard of conduct has been
met and, if so, shall authorize indemnification.
(c) Definitions. The term "proceeding" means any threatened pending or
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completed action or proceeding, whether civil criminal, administrative or
investigative. The term "expenses" includes, without limitation, attorneys' fees
and any expenses of establishing a right to indemnification.
OFFICERS
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30. Titles and Authority; Execution of Corporate Instruments.
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(a) Titles and Authority. The officers of the corporation shall
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include a Chairman of the Board or a President or both, a Secretary and a
Treasurer. The Board of Directors may also choose one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers or other officers. Any number of
offices may be held by the same person. All officers shall perform their duties
and exercise their powers subject to the direction of the Board of Directors.
(b) Execution of Corporate Instruments. The Board of Directors may,
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in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute any corporate instrument or
document, or to sign the corporate name without limitation, except where
otherwise provided by law, and such execution or signature shall be binding upon
the corporation. Unless otherwise specifically determined by the Board of
Directors:
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(a) formal contracts of the corporation, promissory notes, deeds
of trust, mortgages, and other evidences of indebtedness of the
corporation, and other corporate instruments or documents requiring
the corporate seal (except for share certificates issued by the
corporation), and share certificates owned by the corporation, shall
be executed, signed, or endorsed by the President, any Vice President,
the Secretary or the Treasurer;
(b) checks drawn on banks or other depositories on funds to the
credit of the corporation, or in special accounts of the corporation,
shall be signed in such manner (which may be a facsimile signature)
and by the President, any Vice President, the Secretary, or the
Treasurer;
(c) dividend warrants, drafts, insurance policies, and all other
instruments and documents requiring the corporate signature, but not
requiring the corporate seal, shall be executed or signed by the
President, any Vice President, the Secretary, or the Treasurer;
(d) share certificates issued by the corporation shall be signed
(which may be a facsimile signature) jointly by (i) the President or a
Vice President and (ii) the secretary or an Assistant Secretary.
(c) Ratification by Shareholders. The Board of Directors may, in its
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discretion, submit any contract or act for approval or ratification by the
shareholders at any annual meeting of shareholders or at any special meeting of
shareholders called for that purpose. Any contract or act which shall be
approved or ratified by the holders of a majority of the voting power of the
corporation represented at such meeting shall be as valid and binding upon the
Corporation as though approved or ratified by each and every shareholder of the
Corporation, unless a greater vote is required by law for such purpose.
(d) Voting of Shares Owned by the Corporation. All shares of other
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corporations owned or held by the corporation for itself or for other parties in
any capacity shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized to do so by resolution of the Board or, in
the absence of such authorization, by the President, any of the Vice Presidents,
the Secretary or any Assistant Secretary.
31. Election, Term of Office and Vacancies. At its regular meeting after
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each annual meeting of shareholders, the Board of Directors shall choose the
officers of the corporation. The Board may choose additional officers or fill
vacant offices at any other time. No officer must be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office
until their successors are chosen, except that the Board of Directors may remove
any officer at any time.
32. Resignation. Any officer may resign at any time upon notice to the
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corporation without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party. The resignation of an officer
shall be effective when given unless the officer specifies
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a later time. The resignation shall be effective regardless of whether it is
accepted by the corporation.
33. Chairman of the Board; President. If the Board of Directors elects a
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Chairman of the Board, such officer shall preside over all meetings of the Board
of Directors and of shareholders. If there be no Chairman of the Board, the
President shall perform such duties. The Board of Directors shall designate
either the Chairman of the Board or the President as the chief executive officer
and may prescribe the duties and powers of the chief executive officer. If
there be no Chairman of the Board, the President shall be the chief executive
officer.
34. Secretary. Unless otherwise determined by the Board of Directors or
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the chief executive officer, the Secretary shall have the following powers and
duties:
(a) Record of Corporate Proceedings. The Secretary shall attend
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meetings of shareholders and the Board of Directors and its committees and shall
record all votes and the minutes of such meetings in a book to be kept at the
principal executive office of the corporation or at such other place as the
Board may determine. The Secretary shall keep at the corporation's principal
execute office, if in California, or at its principal business office in
California if the principal execute office is not in California, the original or
a copy of these By-laws, as amended.
(b) Record of Shares. Unless a transfer agent is appointed by the
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Board of Directors to keep a share register, the Secretary shall keep a share
register at the principal executive office of the corporation showing the names
of the shareholders and their addresses, the number and class of shares held by
each, the number and date of certificates issued and the number and date of
cancellation of each certificate surrendered for cancellation.
(c) Notices. The Secretary shall give such notices as may be required
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by law or these By-laws.
35. Treasurer. Unless the Board of Directors designates another chief
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financial officer, the Treasurer shall be the chief financial officer of the
corporation. Unless otherwise determined by the Board of Directors or the chief
executive officer, the Treasurer shall have custody of the corporate funds and
securities, shall keep adequate and correct amounts of the corporation's
properties and business transactions, shall disburse such funds of the
corporation as may be ordered by the Board or the chief executive officer
(taking proper vouchers for such disbursements), and shall render to the chief
executive officer and the Board, at regular meetings of the Board or whenever
the Board may require, an account of all transactions and the financial
condition of the corporation.
36. Other Officers. The other officers of the corporation, if any, shall
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exercise such powers and perform such duties as the Board of Directors or the
chief executive officer shall prescribe.
37. Salaries. The Board of Directors shall fix the salary of the chief
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executive officer and may fix the salaries of other employees of the
corporation, including the other officers. If the
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Board does not fix the salaries of the other officers, the chief executive
officer shall fix such salaries.
AMENDMENT OF
BY-LAWS
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38. By-laws may be adopted, amended or repealed by the affirmative vote of
a majority of the outstanding shares entitled to vote or by the Board of
Directors, except that an amendment changing the authorized number of directors
may only be adopted as provided in Section 14.
39. These By-laws shall be subject to any provision of the Articles of
Incorporation, as the same may be amended or restated from time to time, to the
extent that the California Corporations Code permits such provision, if set
forth in the Articles of Incorporation, to supervene, to modify or to constitute
an exception or supplement to any provision of these By-laws.
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