Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
MILITARY RESALE GROUP, INC.
A New York Corporation
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholder for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at the office of the Corporation
in the State of New York or at such other place within or without the State of
New York as may be determined by the Directors and as shall be designated in the
notice of said meeting, on such date and at such time as may be determined by
the Directors.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholder for
the transaction of such business as may properly come before the meeting shall
be held at the office of the Corporation in the State of New York, or at such
other place within or without the State of New York as may be designated from
time to time by the Directors. Whenever the Directors shall fail to fix such
place, or whenever shareholders entitled to call a special meeting shall call
the same, the meeting shall be held at the office of the Corporation in the
State of New York or at the principal executive offices of the Corporation.
Special meetings of the shareholders shall be held upon call of the Directors or
of the President or any Vice-President or the Secretary or any director, at such
time as may be fixed by the Directors or the President or such Vice-President or
the Secretary or such director, as the case may be, and as shall be stated in
the notice of said meeting, except when the New York Business Corporation Law
(the "Business Corporation Law") confers upon the shareholder the right to
demand the call of such meeting and fix the date thereof. At any special meeting
of the shareholder, duly called as provided in these By-laws, any director or
directors may be removed from office by the shareholder, either with or without
cause, and such director's successor or directors' successors may be elected at
such meeting.
SECTION 3. NOTICE OF MEETINGS. The notice of all meetings shall be in
writing, shall state the place, date and hour of the meeting and, unless it is
the annual meeting, shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting. The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the transaction of
such other business as may properly come before the meeting and shall state the
purpose or purposes of the meeting if any other action is to be taken at such
annual meeting which could be taken at a special meeting. The notice of a
special meeting shall, in all instances, state the purpose or purposes for which
the meeting is called. If the Directors shall adopt, amend or repeal a By-law
regulating an impending election of directors, the notice of the next meeting
for the election of directors shall contain the By-law so adopted, amended or
repealed, together with a concise statement of the changes made. If any action
is proposed to be taken which would, if taken, entitle the shareholder to
receive payment for their shares, the notice shall include a statement of that
purpose and to that effect and shall be accompanied by a copy of Section 623 of
the Business Corporation Law or an outline of its material terms. A copy of the
notice of any meeting shall be served either personally or by first class mail,
not less than 10 nor more than 50 days before the date of the meeting, to each
shareholder at such shareholder's record address or at such other address as
such shareholder may have furnished by request in writing to the Secretary of
the Corporation. If a meeting is adjourned to another time or place and if any
announcement of the adjourned time or place is made at the meeting, it shall not
be necessary to give notice of the adjourned meeting unless the Directors, after
adjournment, fix a new record date for the adjourned meeting. Notice of a
meeting need not be given to any shareholder who submits a signed waiver of
notice before or after the meeting. The attendance of a shareholder at a meeting
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting shall constitute a waiver of notice by such shareholder.
SECTION 4. SHAREHOLDER LISTS. A list of the sole shareholder as of the
record date, certified by the corporate officer responsible for its preparation,
or by the transfer agent, if any, shall be produced at any meeting of the
shareholder upon the request thereat or prior thereto of the shareholder. If the
right to vote at any meeting is challenged, the inspectors of election, if any,
or the person presiding thereat, shall require such list of the shareholder to
be produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.
SECTION 5. QUORUM. Except as otherwise provided by law or the
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of the shareholder shall consist of the holders of
record of a majority of the issued and outstanding shares of the capital stock
of the Corporation entitled to vote at the meeting, present in person or by
proxy. At all meetings of the shareholder at which a quorum is present, all
matters, except as otherwise provided by law or in the Certificate of
Incorporation, shall be decided by the vote of the holder of a majority of the
shares entitled to vote thereat, present in person or by proxy. If there be no
such quorum, the holder of a majority of such shares so present or represented
may adjourn the meeting from time to time, without further notice, until a
quorum shall have been obtained. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of the shareholder.
SECTION 6. ORGANIZATION. Meetings of shareholders shall be presided
over by the Chairman, if any, or if none or in the Chairman's absence the
President, or if none or in the President's absence a Vice-President, or, if
none of the foregoing is present, by a Chairman to be chosen by the
shareholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation, or in the Secretary's absence an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the presiding officer of the
meeting shall choose any person present to act as secretary of the meeting.
SECTION 7. VOTING; PROXIES; REQUIRED VOTE; BALLOTS. At each meeting of
shareholders, every shareholder shall be entitled to vote in person or by proxy
appointed by instrument in writing, subscribed by such shareholder or by such
shareholder's duly authorized attorney-in-fact, and shall have one vote for each
share entitled to vote and registered in such shareholder's name on the books of
the Corporation on the applicable record date fixed pursuant to these By-laws.
No proxy shall be valid after the expiration of 11 months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by the
Business Corporation Law. At all elections of directors the voting may but need
not be by ballot and a plurality of the votes cast thereat shall elect. Except
as otherwise required by law or the Certificate of Incorporation, any other
action shall be authorized by a majority of the votes cast.
SECTION 8. INSPECTORS. The Board of Directors, in advance of any
meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not so appointed, the
person presiding at the meeting may, and on the request of any shareholder
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge of such
inspector's duties, shall take and sign an oath to execute faithfully the duties
of inspector at such meeting with strict impartiality and according to the best
of such inspector's ability. The inspectors, if any, shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or any shareholder, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate as to any fact found by them.
SECTION 9. ACTIONS WITHOUT MEETINGS. Whenever shareholders are required
or permitted to take any action by vote, such action may be taken without a
meeting on written consent, setting forth the action so taken, signed by the
holders of all outstanding shares entitled to vote thereon. This section shall
not be construed to alter or modify any provision of law or of the Certificate
of Incorporation under which the written consent of the holders of less than all
outstanding shares is sufficient for corporate action.
SECTION 10. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in
writing in lieu of a meeting, as the case may be, the terms "share" and
"shareholder" or "shareholders" refer to an outstanding share or shares and to a
holder or holders of record of outstanding shares, respectively, when the
Corporation is authorized to issue only one class of shares, and said references
are also intended to include any outstanding share or shares and any holder or
holders of record of outstanding shares of any class upon which or upon whom the
Certificate of Incorporation confers such rights, where there are two or more
classes or series of shares, or upon which or upon whom the Business Corporation
Law confers such rights; notwithstanding that the Certificate of Incorporation
may provide for more than one class or series of shares, one or more of which
are limited in or denied such rights thereunder.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.
SECTION 2. QUALIFICATION; NUMBER; TERM. (a) Each director shall be at
least 18 years of age. A director need not be a shareholder, a citizen of the
United States, or a resident of the State of New York. The number of directors
constituting the entire Board of Directors shall be at least two and at most
seven, except that where all the shares are owned beneficially and of record by
fewer than three shareholders, the number of directors may be less than three
but not less than the number of shareholders. Subject to the foregoing
limitation and except for the first Board of Directors, such number may be fixed
from time to time by action of the Board of Directors or of the shareholders,
or, if the number of directors is not so fixed, the number shall be three. The
number of directors may be increased or decreased by action of the Board of
Directors or shareholders, provided that any action of the Board of Directors to
effect such increase or decrease shall require the vote of a majority of the
entire Board of Directors. The use of the phrase "entire Board of Directors"
herein refers to the total number of directors which the Corporation would have
if there were no vacancies.
(b) The first Board of Directors shall be elected by the incorporator
or incorporators of the Corporation and shall hold office until the first annual
meeting of shareholders or until their respective successors have been elected
and qualified. Thereafter, directors who are elected at an annual meeting of
shareholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
shareholders or until their respective successors have been elected and
qualified. In the interim between annual meetings of shareholders or special
meetings of shareholders called for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors for cause or without cause, may be
filled by the vote of a majority of the directors then in office, although less
than a quorum exists.
SECTION 3. QUORUM AND MANNER OF VOTE. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place without notice. Except as herein otherwise
provided, the vote of a majority of the directors present at the time of the
vote, at a meeting duly assembled, a quorum being present at such time, shall be
the act of the Board of Directors.
SECTION 4. PLACES OF MEETINGS. Meetings of the Board of Directors shall
be held at such place within or without the State of New York as may from time
to time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of the meeting. Regular meetings of the Board of Directors shall
be held at such times and places as may from time to time be fixed by resolution
of the Board of Directors, and special meetings may be held at any time and
place upon the call of the Chairman of the Board, if any, or of the President or
any Vice-President or the Secretary or any director by oral, telegraphic or
notice duly served as set forth in these By-laws.
SECTION 5. ANNUAL MEETING. Following the annual meeting of
shareholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of shareholders at the same place at which
such shareholders meeting is held.
SECTION 6. NOTICE OF MEETINGS. A notice of the place, date, time and
purpose or purposes of each meeting of the Board of Directors shall be given to
each director by mailing the same at least two days before the meeting, or by
telegraphing or telephoning the same or by delivering the same personally not
later than the day before the day of the meeting. Notice need not be given of
regular meetings of the Board of Directors held at times and places fixed by
resolution of the Board of Directors. Any requirements of furnishing a notice
shall be waived by any director who signs a waiver of notice before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. The notice of any meeting
need not specify the purpose of the meeting, and any and all business may be
transacted at such meeting.
SECTION 7. ORGANIZATION. At all meetings of the Board of Directors, the
Chairman, if any, or if none or in the Chairman's absence or inability to act
the President, or in the President's absence or inability to act any
Vice-President who is a member of the Board of Directors, or in such
Vice-President's absence or inability to act a chairman chosen by the directors,
shall preside. The Secretary of the Corporation shall act as secretary at all
meetings of the Board of Directors when present, and in the Secretary's absence,
the presiding officer may appoint any person to act as secretary.
SECTION 8. RESIGNATION. Any director may resign at any time upon
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary,
unless otherwise specified in the resignation. Except as otherwise provided by
law or by the Certificate of Incorporation, any or all of the directors may be
removed, with or without cause, by the holders of a majority of the shares of
stock outstanding and entitled to vote for the election of directors.
SECTION 9. VACANCIES. Unless otherwise provided in these By-laws,
vacancies among the directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or, at
a special meeting of the shareholders, by the holders of shares entitled to vote
for the election of directors.
SECTION 10. ACTIONS BY WRITTEN CONSENT. Any action required or
permitted to be taken by the Board of Directors or by any committee thereof may
be taken without a meeting if all members of the Board of Directors or of any
such committee consent in writing to the adoption of a resolution authorizing
the action and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or of any such committee.
SECTION 11. ELECTRONIC COMMUNICATION. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or any such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
ARTICLE III
COMMITTEES
SECTION 1. APPOINTMENT. From time to time the Board of Directors by a
resolution adopted by a majority of the whole Board may appoint any committee or
committees for any purpose or purposes, to the extent lawful, which shall have
powers as shall be determined and specified by the Board of Directors in the
resolution of appointment. The Board of Directors shall have full power, at any
time, to fill vacancies in, to change membership of, to designate alternate
members of, or to discharge any such committee.
SECTION 2. PROCEDURES, QUORUM AND MANNER OF ACTING. Each committee
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee and in every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.
SECTION 3. ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at any Meeting of any committee of the Board may be taken without a
meeting if all the members of the committee consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the committee.
SECTION 4. TERM; TERMINATION. In the event any person shall cease to be
a director of the Corporation, such person shall simultaneously therewith cease
to be a member of any committee appointed by the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. ELECTION AND QUALIFICATION. The Board of Directors shall
elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more Vice
Presidents (any one or more of whom may be given an additional designation of
rank or function), a Treasurer and such other officers as the Board may from
time to time deem proper. Each officer shall have such powers and duties as may
be prescribed by these By-laws and as may be assigned by the Board of Directors
or the President. Any two or more offices may be held by the same person except
the offices of President and Secretary. When all of the issued and outstanding
stock of the Corporation is owned by one person, such person may hold all or any
combination of offices.
SECTION 2. TERM OF OFFICE AND REMUNERATION. The term of office of all
officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.
SECTION 3. RESIGNATION; REMOVAL. Any officer may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any officer shall be subject to removal, with or without
cause, at any time by vote of a majority of the whole Board.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.
SECTION 5. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President shall
be the chief executive officer of the Corporation and shall have general
management and supervision of the property, business and affairs of the
Corporation and over its other officers. The President shall
preside at all meetings of the shareholders and, in the absence or disability of
the Chairman of the Board of Directors, or if there be no Chairman, shall
preside at all meetings of the Board of Directors. The President may appoint and
remove assistant officers and other agents and employees, other than officers
referred to in Section 1 hereof. The President may execute and deliver in the
name of the Corporation powers of attorney, contracts, bonds and other
obligations and instruments.
SECTION 6. VICE PRESIDENT. A Vice President may execute and deliver in
the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of such Vice President's duties, and shall have
such other authority as from time to time may be assigned by the Board of
Directors or the President.
SECTION 7. TREASURER. The Treasurer shall in general have all duties
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.
SECTION 8. SECRETARY. The Secretary shall in general have all the
duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors or the President.
SECTION 9. ASSISTANT OFFICERS. Any assistant officer shall have such
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.
ARTICLE V
BOOKS AND RECORDS
SECTION 1. LOCATION. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
shareholders, of the Board of Directors, and/or of any committee which the Board
of Directors may appoint, and shall keep at the office of the Corporation in the
State of New York or at the office of the transfer agent or registrar, if any,
in said state a record containing the names and addresses of all shareholders,
the number and class of shares held by each, and the dates when such
shareholders respectively became the owners of record thereof. Any of the
foregoing books, minutes or records may be in written form or in any other form
capable of being converted into written form within a reasonable time.
SECTION 2. ADDRESSES OF SHAREHOLDERS. Notices of meetings and all other
corporate notices may be delivered personally or mailed to each shareholder at
said shareholders address as it appears on the records of the Corporation.
SECTION 3. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. For
the purpose of determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express to consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a record date, which shall be not more than 50
nor less than 10 days before the date of such meeting, nor more than 50 days
prior to any 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 day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. The record date for
determining shareholders for any purpose other than that specified in the
preceding sentence shall be at the close of business on 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; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
SECTION 1. CERTIFICATES; SIGNATURES. (a) The shares of the Corporation
shall be represented by certificates representing shares, in such form not
inconsistent with the Certificate of Incorporation as the Board of Directors may
from time to time prescribe. Certificates representing shares shall have set
forth thereon the statements prescribed by law and shall be signed by the
Chairman of the Board or the President or a Vice President and by the Secretary
or an Assistant Secretary or a Treasurer or an Assistant Treasurer and may be
sealed with the corporate seal or a facsimile thereof. Any and all signatures on
any such certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
its employee, or the shares are listed on a registered national securities
exchange. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer were an officer at the date of its issue.
(b) Each certificate representing shares issued by the Corporation, if
the Corporation is authorized to issue shares of more than one class, shall set
forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each class authorized to be issued and, if the Corporation is
authorized to issue any class of preferred shares in series, the designation,
relative rights, preferences and limitations of each such series so far as the
same have been fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other series.
(c) Each certificate representing shares shall state upon the face thereof:
(1) That the Corporation is formed under the laws of the State of New York;
(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if
any, which such certificate represents.
(d) The name of the holder of record of the shares represented thereby,
with the number of shares and the date of issue, shall be entered on the books
of the corporation.
SECTION 2. TRANSFER OF SHARES. Upon compliance with provisions
restricting the transferability of shares, if any, transfers of shares of the
Corporation shall be made only on the share record of the Corporation by the
registered holder thereof, or by such holder's attorney-in-fact thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation or with a transfer agent or a registrar, if any, and upon the
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes due thereon. A certificate representing shares
shall not be issued until the full amount of consideration therefor has been
paid, except as the Business Corporation Law may otherwise permit.
SECTION 3. FRACTIONAL SHARES. The Corporation may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect transactions authorized by the Business Corporation Law, which shall
entitle the holder, in proportion to such holder's fractional holdings, to
exercise voting rights, receive dividends and participate in liquidating
distributions; or the Corporation may pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined; or it may issue scrip in registered or bearer form over the manual
or facsimile signature of an officer of the Corporation or of its agent,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of a shareholder except as therein provided.
The Board of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate of stock in place of any certificate, theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.
ARTICLE VII
DIVIDENDS
Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to shareholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the shareholders as dividends or otherwise; and 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 Board of Directors from time to
time, in its absolute discretion, thinks 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 Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE VIII
RATIFICATION
Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or shareholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified, before or after
judgment, by the Board of Directors or by the shareholders and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its shareholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
ARTICLE IX
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board of Directors. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
WAIVER OF NOTICE
Whenever notice is required to be given by these By-laws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
ARTICLE XII
INDEMNIFICATION
The Corporation, to the full extent permitted and in the manner
required by the laws of the State of New York as in effect at the time of the
adoption of this Article XII or as the law may be amended from time to time, may
(i) indemnify any person (and the heirs and legal representatives of such
person) made, or threatened to be made, a party in an action or proceeding
(including, without limitation, one by or in the right of the Corporation to
procure a judgment in its favor), whether civil or criminal, including an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Corporation served in any
capacity at the request of the Corporation, by reason of the fact that such
director or officer, or such director's or officer's testator or intestate, was
a director or officer of the Corporation or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, and (ii) provide to any such person (and the heirs and legal
representatives of such person) advances for expenses incurred in pursuing such
action or proceeding, upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount as, and to the extent, required by
Section 725(a) of the Business Corporation Law.
ARTICLE XIII
BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC,
SECTION 1. BANK ACCOUNTS AND DRAFTS. In addition to such bank accounts
as may be authorized by the Board of Directors, the Treasurer or any person
designated by the Treasurer, whether or not an employee of the Corporation, may
authorize such bank accounts to be opened or maintained in the name and on
behalf of the Corporation as such person may deem necessary or appropriate, and
may authorize payments from such bank accounts to be made upon and according to
the check of the Corporation in accordance with the written instructions of the
Treasurer, or other person so designated by the Treasurer.
SECTION 2. CONTRACTS. The Board of Directors may authorize any person
or persons, in the name and on behalf of the Corporation, to enter into or
execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.
SECTION 3. PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS. The
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to that ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of shareholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,
or otherwise as specified in the proxy or power of attorney so authorizing any
such person. The Board of Directors, from time to time, may confer like powers
upon any other person.
SECTION 4. FINANCIAL REPORTS. The directors may appoint the Treasurer
or other fiscal officer and/or the Secretary or any other officer to cause to be
prepared and furnished to shareholders entitled thereto any special financial
notice and/or financial statement, as the case may be, which may be required by
any provision of law.
ARTICLE XIV
AMENDMENTS
The shareholders entitled to vote in the election of directors may
amend or repeal the By-laws and may adopt new By-laws. Except as otherwise
required by law or by the provisions of these By-laws, the Board of Directors
may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted
by the Board of Directors may be amended or repealed by the said shareholders.