SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA (IL) CORP.
ARTICLE III
DIRECTORS
Section 2. Number, Election and Term of Office of Directors. The Board of
Directors of the Corporation shall consist of at least one (1) and no more than
fifteen (15) members. The number of Directors may be increased or decreased from
time to time by amendment to the By-Laws. The Directors shall be elected at an
annual or a special meeting of the shareholders. The terms of all Directors
expire at the next annual shareholder's meeting following their election. The
term of a Director elected to fill a vacancy expires at the next annual
shareholder's meeting at which his or her predecessor's term would have expired.
The term of a Director elected as a result of an increase in the number of
Directors expires at the next annual shareholders' meeting. Despite the
expiration of a Directors term, he or she continues to serve until the next
meeting of shareholders at which Directors are elected. A decrease in the number
of Directors does not shorten an incumbent Director's term.
ARTICLE IV
OFFICERS
Section 1. Officers in General, Election, Term of Office and Qualification.
The officers of the Corporation shall be a Chairman of the Board, a Vice
Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a
Secretary and a Treasurer. Other officers, assistant officers, and agents as may
be deemed necessary by the Board of Directors may be elected by the Board of
Directors in the same manner as the titled officers named above and will be
officers of the Corporation. Two (2) or more offices may be held by the same
person.
The officers of the Corporation shall be elected by the Board of Directors
at the Board of Directors annual meeting after each annual meeting of
shareholders. The Board of Directors shall elect a Chairman of the Board, a Vice
Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a
Secretary and a Treasurer and any other officer, assistant officers, and agents
as it deems necessary, none of whom need be a member of the Board of Directors
nor a shareholder of the Corporation. Each officer so elected shall hold office
until his or her successor has been duly chosen and has qualified or until his
or her death or his or her resignation or removal in the manner hereinafter
provided.
Section 5. President. deleted
Section 14. Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board and the Vice Chairman of the Board) preside at meetings of
the stockholders and Directors and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall have general and active
management of the business of the Corporation. He shall have general
responsibility for all technological systems and related operations of the
Corporation, including, but not limited to telecommunications business systems
and Internet based business systems and implementation of any upgrades, new
services, repairs or changes to the same. He shall have active management of all
personnel of the Corporation, including but not limited to marketing, business
development, business units and customer service. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required 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 or these By-Laws, to some other
officer or agent of the Corporation. In addition, the Chief Executive Officer
shall perform whatever duties and shall exercise whatever powers as may be
prescribed from time to time by the Board of Directors.
Section 15. Chief Technology Officer. Deleted
Section 16. Chief People Officer. deleted
Section 17. Chief Financial Officer. The Chief Financial Officer shall be
an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, and the Chief Executive Officer for all
financial control and internal audit of the Corporation. He shall perform such
other duties as may be assigned to him by the Board of Directors and the Chief
Executive Officer.
Section 18. Chairman of the Board. The Chairman of the Board is authorized
to preside at meetings of the stockholders and the board of Directors.
Section 19. Vice Chairman of the Board. The Vice Chairman of the Board is
authorized to preside at meetings of the stockholders and the Board of Directors
in the absence of the Chairman of the Board.
Dated: February 28, 2000
Schedule A
February 28, 2000 Amendments
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SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA (IL) CORP.
ARTICLE III
DIRECTORS
Section 2. Number, Election and Term of Office of Directors. The Board of
Directors of the Corporation shall consist of at least ten (10) and no more than
fifteen (15) members. The number of Directors may be increased or decreased from
time to time by amendment to the By-Laws. The Directors shall be elected at the
annual meeting of the shareholders. The terms of all Directors expire at the
next annual shareholder's meeting following their election. The term of a
Director elected to fill a vacancy expires at the next annual shareholders
meeting at which his or her predecessor's term would have expired. The term of a
Director elected as a result of an increase in the number of Directors expires
at the next annual shareholders' meeting. Despite the expiration of a Director's
term, he or she continues to, serve until the next meeting of shareholders at
which Directors are elected. A decrease in the number of Directors does not
shorten an incumbent Director's term.
Dated: October 20, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED SECTIONS
OF
INTERACTIVE MEDIA (IL) CORP.
ARTICLE III
DIRECTORS
Section 2. Number, Election and Term of Office of Directors. The Board of
Directors of the Corporation shall consist of nine (9) members. The number of
Directors may be increased or decreased from time to time by amendment to the
By-Laws. The Directors shall be elected at the annual meeting of the
shareholders. The terms of all Directors expire at the next annual shareholder's
meeting following their election. The term of a Director elected to fill a
vacancy expires at the next annual shareholder's meeting at which his or her
predecessor's term would have expired. The term of a Director elected as a
result of an increase in the number of Directors expires at the next annual
shareholders' meeting. Despite the expiration, of a Director's term, he or she
continues to serve until the next meeting of shareholders at which Directors are
elected. A decrease in the number of Directors does not shorten an incumbent
Director's term.
Dated: July 29, 1999
SCHEDULE A
AMENDED BY-LAWS
SUBSTITUTED AND ADDITIONAL SECTIONS
OF
INTERACTIVE MEDIA (IL) CORP.
ARTICLE III
DIRECTORS
Section 2. Number, Election and Term of Office of Directors. The Board of
Directors of the Corporation shall consist of eight (8) members. The number of
Directors may be increased or decreased from time to time by amendment to the
By-Laws. The Directors shall be elected at the annual meeting of the
shareholders. The terms of all Directors expire at the next annual shareholder's
meeting following their election. The term of a Director elected to fill a
vacancy expires at the next annual shareholder's meeting at which his or her
predecessor's term would have expired. The term of a Director elected as a
result of an increase in the number of Directors expires at the next annual
shareholders' meeting. Despite the expiration of a Director's term, he or she
continues to serve until the next meeting of shareholders at which Directors are
elected. A decrease in the number of Directors does not shorten an incumbent
Director's term.
ARTICLE IV
OFFICERS
Section 1. Officers in General, Election, Term of Office and Qualification.
The officers of the Corporation shall be a Chief Executive Officer, a President
and Chief Operating Officer, a Chief Technology Officer, a Chief People Officer,
a Chief Financial Officer, a Secretary and a Treasurer. Other officers,
assistant officers, and agents as may be deemed necessary by the Board of
Directors may be elected by the Board of Directors in the same manner as the
titled officers named above and will be officers of the Corporation. Two (2) or
more offices may be held by the same person.
The officers of the Corporation shall be elected by the Board of Directors
at the Board of Directors annual meeting after each annual meeting of
shareholders. The Board of Directors shall elect a Chief Executive Officer, a
President and Chief Operating Officer, a Chief Technology Officer, a Chief
People Officer, a Chief Financial Officer, a Secretary and a Treasurer and any
other officer, assistant officers, and agents as it deems necessary, none of
whom need be a member of the Board of Directors nor a shareholder of the
Corporation. Each officer so elected shall hold office until his or her
successor has been duly chosen and has qualified or until his or her death or
his or her resignation or removal in the manner hereinafter provided.
Section 5. President. The President shall be an executive officer of the
Corporation; shall (in the absence of both the Chairman of the Board and the
Chief Executive Officer) preside at meetings of the stockholders and Directors;
and shall have general and active management of the business of the
Corporation; and shall be responsible to the Chief Executive Officer. He may
sign, with any other proper officer, certificates for shares of the Corporation
and any deeds, bonds, mortgages, contracts and other documents which the Board
of Directors has authorized to be executed, except where required 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 or these By-Laws,
to some other officer or agent of the Corporation. In addition, the President
shall perform whatever duties and shall exercise whatever powers as may be
prescribed from time to time by the Board of Directors. The President shall also
be known as the Chief Operating Officer of the Corporation.
Section 14. Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation; shall (in the absence of the
Chairman of the Board) preside at meetings of the stockholders and Directors and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He may sign, with any other proper officer, certificates for shares
of the Corporation and any deeds, bonds, mortgages, contracts and other
documents which the Board of Directors has authorized to be executed, except
where required 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 or these By-Laws, to some other officer or agent of the Corporation.
In addition, the Chief Executive Officer shall perform whatever duties and shall
exercise whatever powers as may be prescribed from time to time by the Board of
Directors.
Section 15. Chief Technology Officer. The Chief Technology Officer shall be
an executive officer of the Corporation. The Chief Technology Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all technological systems and related operations, including, but
not limited to telecommunications business systems and Internet based business
systems and implementation of any upgrades, new services, repairs or changes to
the same. He shall perform such other duties as may be assigned to him by the
Board of Directors, the Chief Executive Officer or the President.
Section 16. Chief People Officer. The Chief People Officer shall be an
executive officer of the Corporation. The Chief People Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and President
for the management of all personnel of the Corporation, including but not
limited to marketing, business
Schedule A
March 26, 1998 Amendments
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2
development, business units and customer service. He shall perform such other
duties as may be assigned to him by the Board of Directors, the Chief Executive
Officer or the President.
Section 17. Chief Financial Officer. The Chief Financial Officer shall be
an executive officer of the Corporation. The Chief Financial Officer shall be
responsible to the Board of Directors, the Chief Executive Officer and the
President for all financial control and internal audit of the Corporation. He
shall perform such other duties as may be assigned too him by the Board of
Directors, the Chief Executive Officer or the President.
Dated: March 26, 1998
Schedule A
March 26, 1998 Amendments
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3
BY-LAWS
OF
INTERACTIVE MEDIA (IL) CORP.
(Pursuant to the Illinois Business Corporation Act Section 5/2.25)
ARTICLE I
OFFICES AND AGENT
Section 1. Registered Office. The registered office of the Corporation
shall be located at the address, including street and number, or rural route
number, and in the County of the State of Illinois stated in the Articles of
Incorporation or any amendments thereto.
Section 2. Registered Agent. The registered agent of the Corporation shall
be either the individual, resident of the State of Illinois, whose business
office is identical with the registered office of the Corporation, or a
domestic corporation or a foreign corporation authorized to transact business in
the State of Illinois that is authorized by its articles of incorporation to act
as such an agent, having a business office identical with the registered office
of the Corporation and stated in the Articles of Incorporation of the
Corporation, or any amendments thereto. The Board of Directors may, from time to
time, change the registered agent and corresponding registered office of the
Corporation pursuant to the relevant provisions of the Illinois Business
Corporation Act, as amended, then in effect.
Section 3. Business Offices. The Corporation may also maintain business
offices or principal places of business of the Corporation at such other places
within or without the State of Illinois as the Board of Directors may, from time
to time, determine.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. Annual meetings of the shareholders shall be
held on the second Friday of the fourth month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
a.m., at any place, either within or without the State of Illinois, as
designated by the Board of Directors or stated in the notice of the meeting or
the waiver of notice. If no designation of place is made, the place of the
annual meeting of the shareholders shall be the principal place of business of
the Corporation. The annual meeting of the shareholders may be held on a date
different than that given above if the Board of
Directors so determines and so states in the notice of the meeting or if a
waiver of notice signed by all shareholders entitled to vote at the annual
meeting designates a different time as the time for the holding of such meeting.
If an annual meeting has not been held within the earlier of six (6) months
after the end of the Corporation's fiscal year or fifteen (15) months after its
last annual meeting and if, after a request in writing directed to the President
of the Corporation, a notice of meeting is not given within sixty (60) days of
such request, then any shareholder entitled to vote at an annual meeting may
apply to the circuit court of the county in which the registered office or
principal place of business of the Corporation is located for an order directing
that the meeting be held and fixing the time and place of the meeting. The court
may issue such additional orders as may be necessary or appropriate for the
holding of the meeting.
At the annual meeting of the shareholders, the shareholders shall elect a
Board of Directors, and transact such other business as may properly be brought
before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by law or by the Articles of
Incorporation, may be called by the President, the Board of Directors or the
holders of not less than one-fifth of all of the outstanding shares entitled to
vote on the matter for which the meeting is called. Business transacted at all
special meetings shall be confined to the purpose or purposes stated in the
call. Any time and any place, either within or without the State of Illinois,
may be designated in the notice or waiver notice as the time and place of
meeting for any special meeting of the shareholders. If no designation is made,
the time and place of the meeting shall be the principal place of business of
the Corporation at 10:00 a.m.
Section 3. Notice and Waiver of Notice. Written notice stating the place,
day and hour of all meetings of the shareholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more than sixty (60) days before the
date of the meeting, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets not less than twenty (20) nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the President, or the Secretary, or the
officer or person or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the shareholder at his or her address as it appears on the records of the
Corporation. Whenever any notice is required to be given to any shareholder of
the Corporation, under the provisions of any applicable statute, the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, shall be equivalent to the giving of such notice. Attendance at any
meeting shall constitute
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waiver of notice thereof unless the person at the meeting objects to the holding
of the meeting because proper notice was not given.
Section 4. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend, or in order to make
a determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than sixty (60) days and, for a meeting of shareholders, not less than ten (10)
days, or in the case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of assets, not less than twenty (20) days, immediately
proceeding such meeting. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors of the Corporation declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof.
Section 5. Voting Lists. The officer or agent having charge of the transfer
book for shares of the Corporation shall make, within twenty (20) days after the
record date for a meeting of shareholders or ten (10) days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
be also be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept
in the State of Illinois, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.
Section 6. Quorum and Action. A majority of the outstanding shares,
entitled to vote on a matter, represented in person or by proxy, shall
constitute a quorum for consideration of such matter at a meeting of
shareholders, but in no event shall a quorum consist of less than one-third of
the outstanding shares entitled so to vote. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on a matter shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by law or the Articles
of Incorporation.
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Section 7. Organization. The Chairman of the Board of Directors, if one
shall be elected, shall preside at all meetings of the shareholders. In his or
her absence, the President of the Corporation shall preside. In his or her
absence, the Vice-President of the Corporation shall preside. In the absence of
all of these officers, any shareholder or the duly appointed proxy of any
shareholder may call the meeting to order and a chairman shall be elected from
among the shareholders present. The Secretary of the Corporation shall act as
secretary at all meetings of shareholders. In his or her absence, an Assistant
Secretary shall so act and in the absence of all of these officers, the
presiding officer may appoint any person to act as secretary of the meeting.
Section 8. Proxies. A shareholder may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form and delivering it to the
person so appointed. Unless the appointment of a proxy contains an express
limitation on the proxy's authority, the Corporation may accept the proxy's
votee or other action as that of the shareholder making the appointment.
No proxy shall be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Every proxy continues in
full force and effect until revoked by the person executing it prior to the
vote pursuant thereto, except as otherwise provided by law. Such revocation may
be effected by a writing delivered to the Corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or by attendance at the meeting
and voting in person by, the person executing the proxy. The dates contained on
the forms of proxy presumptively determine the order of execution, regardless of
the postmark dates on the envelopes in which they are mailed.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest in the shares or in the Corporation generally. Such
an appointment made irrevocable becomes revocable when the interest in the
proxy terminates. A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if the transferee was ignorant of its
existence when the shares were acquired and both the existence of the
appointment and its irrevocability were not noted conspicuously on the
certificate (or information statement for shares without certificates)
representing the shares.
The death or incapacity of the shareholder appointing a proxy does not
revoke the proxy's authority unless notice of the death or incapacity is
received by the officer or agent who maintains the Corporation's share transfer
book before the proxy exercises his or her authority under the appointment.
Section 9. Voting. Except as otherwise provided by law, the Articles of
Incorporation or these By-Laws, each outstanding share, regardless of class,
shall be entitled to one vote in each matter submitted to a vote at a meeting of
shareholders, and in all elections for directors, every shareholder shall have
the right to vote the number of shares owned by such shareholder for as many
persons as there are
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directors to be elected. A shareholder may vote either in person or by proxy
subject to the provisions of Article II, Section 8 of these By-Laws.
Section 10. Voting of Shares by Certain Holders. Shares of the Corporation
held by the Corporation in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares entitled to vote
at any given time.
Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. A corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporate shareholder to the corporation as a
person or an office authorized to vote such shares. Such persons and offices
indicated shall be registered by the Corporation on the transfer books for
shares and included in any voting list prepared in accordance with Article II,
Section 5 of these By-Laws.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Section 11. Informal Action By Shareholders. Unless otherwise provided in
the Articles of Incorporation or any applicable statute, any action required by
the Illinois Business Corporation Act to be taken at any annual or special
meeting of the shareholders of the Corporation, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by either the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting or by all shareholders entitled to vote with respect to the subject
matter thereof. If such consent is signed by less than all of the shareholders
entitled to vote, then such consent shall become effective only if at least five
(5) days prior to the execution of the consent, a notice in writing is delivered
to all the shareholders entitled to vote with respect to the subject matter
thereof and, after the
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effective date of the consent, prompt notice of the taking of the Corporation
action without a meeting by less than unanimous written consent shall be
delivered in writing to those shareholders who have not consented in writing.
In the event that the action which is consented to is such as would have
required the filing of a certificate under any Section of the Illinois Business
Corporation Act if such action had been voted on by the shareholders at a
meeting thereof, the certificate filed under such Section shall state, in lieu
of any statement required by such Section concerning any vote of shareholders,
that written consent has been delivered in accordance with the provisions of
Section 5/7.10 of the Illinois Business Corporation Act and that written notice
has been delivered as provided in such Section.
ARTICLE III
DIRECTORS
Section 1. Board of Directors. The Corporation shall have a Board of
Directors and the property, business, and affairs of the Corporation shall be
managed and controlled by or under the direction of the Board of Directors. A
Director need not be a resident of the State of Illinois or a shareholder of the
Corporation. The Board of Directors, by affirmative vote of a majority of the
Directors then in office, and irrespective of any personal interest of any of
its members, shall have the authority to establish reasonable compensation of
all directors for services to the Corporation as Directors, Officers or
otherwise.
Section 2. Number, Election and Term of Office of Directors. The Board of
Directors of the Corporation shall consist of four (4) members. The number of
Directors may be increased or decreased from time to time by amendment to the
By-Laws. The Directors shall be elected at the annual meeting of the
shareholders. The terms of all Directors expire at the next annual shareholder's
meeting following their election. The term of a Director elected to fill a
vacancy expires at the next annual shareholder's meeting at which his or her
predecessor's term would have expired. The term of a Director elected as a
result of an increase in the number of Directors expires at the next annual
shareholders' meeting. Despite the expiration of a Director's term, he or she
continues to serve until the next meeting of shareholders at which Directors are
elected. A decrease in the number of Directors does not shorten an incumbent
Director's term.
Section 3. Resignation of Directors. A Director may resign at any time by
giving written notice to the Board of Directors, its chairman, or to the
President or Secretary of the Corporation. A resignation is effective when the
notice is given unless the notice specifies a future date. The pending vacancy
may be filled before the effective date, but the successor shall not take office
until the effective date.
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Section 4. Removal of Directors. One or more of the Directors may be
removed, with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, except as follows; no Director shall be
removed at a meeting of shareholders unless the notice of such meeting shall
state that a purpose of the meeting is to vote upon the removal of one or more
Directors named in the notice and only the named Director or Directors may be
removed at such meeting.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors and
any Directorship to be filled by reason of an increase in the number of
Directors may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose; provided, however, that
vacancies arising between meetings of shareholders by reason of an increase in
the number of Directors or otherwise, by Director or shareholder action, may be
filled by the Board of Directors. A Director elected by the shareholders to fill
a vacancy shall hold office for the balance of the term for which he or she was
elected. A Director appointed to fill a vacancy shall serve until the next
meeting of shareholders at which Directors are to be elected.
Section 6. Place of Director's Meetings. The Directors of the Corporation
may hold their meetings, both regular and special, either within or without the
State of Illinois.
Section 7. Director's Annual, Regular and Special Meetings. The Board of
Directors shall meet for the election or appointment of officers and for the
transaction of any other business as soon as practicable after the adjournment
of the annual meeting of the shareholders, and other regular meetings of the
Board of Directors shall be held at such times as the Board of Directors may
from time to time determine. Special meetings of the Board of Directors may be
called by the President at any time; and he or she must, upon written request of
any two (2) Directors, call a special meeting to be held not more than seven (7)
days after the receipt of such request.
Section 8. Notice and Waiver of Notice of Director's Meetings. No notice
need be given of any annual or regular meeting of the Board of Directors. Notice
of special meetings shall be served upon each Director in person or by mail
addressed to him or her at his or her last known post office address, at least
two (2) days prior to the date of the meeting, specifying the time and place of
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Whenever any notice is required to
be given to any Director of the Corporation, under the provisions of any
applicable statute, the Articles of Incorporation or these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting for the express
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purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
Section 9. Quorum and Action of Directors. A majority of the number of
Directors fixed by these By-Laws shall constitute a quorum for the transaction
of business. The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. Members of
the Board of Directors or of any committee of the Board of Directors may
participate in and act at any meeting of such Board of Directors or committee
through the use of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation is such meeting shall constitute attendance and presence in person
at the meeting of the person or persons so participating.
Section 10. Compensation of Directors. Each Director shall be entitled to
receive for attendance at each meeting of the Board of Directors or of any duly
constituted committee thereof which he or she attends such fee as is fixed by
the Board of Directors.
Section 11. Committees. A majority of the Board of Directors may create one
or more committees and appoint members of the Board of Directors to serve on the
committee or committees. Each committee shall have two (2) or more members, who
serve at the pleasure of the Board. A majority of any committee shall constitute
a quorum and a majority of a quorum is necessary for committee action. A
committee may act by unanimous written consent in writing without a meeting and,
subject to action by the Board of Directors, the committee by majority vote of
its members shall determine the time and place of meetings and the notice
required thereof.
Each committee may exercise the authority, of the Board of Directors
provided, however, a committee may not: (1) authorize distributions, except for
dividends to be paid with respect to shares of any preferred or special classes
or any series thereof; (2) approve or recommend to shareholders any act the
Illinois Business Corporation Act requires to be approved by shareholders; (3)
fill vacancies on the Board of Directors or on any of its committees; (4) elect
or remove officers or fix the compensation of any member of the committee; (5)
adopt, amend or repeal the By-Laws; (6) approve a plan of merger not requiring
shareholder approval; (7) authorize or approve reacquisition of shares, except
according to a general formula or method prescribed by the Board of Directors;
(8) authorize or approve the issuance or sale, or contract for sale, of shares
or determine the designation and relative rights, preferences, and
limitations of a series of shares, except that the Board of Directors may direct
a committee to fix the specific terms of the issuance or sale or contract for
sale or the number of shares to be allocated to particular employees under an
employee benefit plan; or (9) amend, alter, repeal, or take action inconsistent
with any resolution or action of the Board of Directors when the resolution or
action of the Board of Directors provides by its terms that it shall not be
amended, altered or repealed by action of a committee.
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Section 12. Informal Action By Directors. Any action required by the
Illinois Business Corporation Act to be taken at a meeting of the Board of
Directors of the Corporation, or any other action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors entitled to vote with respect to the subject
matter thereof, or by all the members of such committee, as the case may be.
The consent shall be evidenced by one or more written approvals, each of
which sets forth the action taken and bears the signature of one or more
Directors. All the approvals evidencing the consent shall be delivered to the
Secretary to be filed in the corporate records. The action taken shall be
effective when all the Directors have approved the consent unless the consent
specifies a different effective date.
Any such consent signed by all the Directors or all the members of a
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State under the Illinois
Business Corporation Act.
ARTICLE IV
OFFICERS
Section 1. Officers in General, Election, Term of Office and Qualification.
The officers of the Corporation shall be a President, a Vice President, a
Secretary and a Treasurer. Other officers, assistant officers, and agents as may
be deemed necessary by the Board of Directors may be elected by the Board of
Directors in the same manner as the titled officers named above and will be
officers of the Corporation. Two (2) or more offices may be held by the same
person.
The officers of the Corporation shall be elected by the Board of Directors
at the Board of Directors annual meeting after each annual meeting of
shareholders. The Board of Directors shall elect a President, Vice President,
Treasurer, and Secretary, and any other officer, assistant officers, and agents
as it deems necessary, none of whom need be a member of the Board of Directors
nor a shareholder of the Corporation. Each officer so elected shall hold office
until his or her successor has been duly chosen and has qualified or until his
or her death or his or her resignation or removal in the manner hereinafter
provided.
Section 2. Removal of Officers. Any officer or agent may be removed by the
Board of Directors whenever in the Board of Directors' judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
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Section 3. Resignation of Officers. Any officer may resign at any time by
giving written notice thereof to the Board of Directors. Any such resignation
shall lake effect at the time specified therein and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 4. Vacancies. A vacancy in any office shall be filled for the
unexpired portion of the term by the Board of Directors, but in the case of a
vacancy occurring in an assistant office, the vacancy may be filled by the
superior officer upon whom such power may be conferred by the Board of
Directors.
Section 5. President. The President shall be the Chief Executive Officer of
the Corporation. The President shall preside at meetings of the shareholders and
of the Board Directors. The President shall present at each annual meeting of
the shareholders and the Board of Directors a report of the condition of the
business of the Corporation. The President shall cause to be called regular and
special meetings of the shareholders and the Board of Directors in accordance
with the requirements of the Illinois Business Corporation Act and these
By-Laws. The President shall sign, with any other proper officer, certificates
for shares of the Corporation. The President shall sign any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required 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 or these By-Laws, to some other
officer or agent of the Corporation. The President shall cause all books,
reports, statements, and certificates to be properly kept and filed as required
by law. The President shall see that all orders and resolutions of the Board of
Directors are carried into effect and enforce these By-Laws. The President shall
have general and active management of the business of the Corporation; and
perform all the duties incident to the office and which are required by law.
Section 6. Vice President. In the absence of or inability of the President
to act, the Vice President shall perform the duties and exercise the powers of
the President and shall perform such other functions as the Board of Directors
may from time to time prescribe.
Section 7. Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors. The Secretary shall
keep the minutes of the meetings of the shareholders and the Board of Directors
in appropriate books and record all votes. The Secretary shall give, or cause to
be given, notice of all meetings of the shareholders and special meetings of the
Board of Directors as required by law or these By-Laws. The Secretary shall be
custodian of the records and seal of the Corporation and when authorized by the
Board of Directors, shall affix the same to any instrument requiring it and,
when so affixed, it shall be attested by the signature of the Secretary. The
Secretary shall have general charge of the share books of the Corporation and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision the Secretary shall be.
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The Secretary shall sign, with any other proper officer, certificates for shares
of the Corporation. The Secretary shall respond to all correspondence and
present to the Board of Directors at its meetings all official communications
received by the Secretary. The Secretary shall perform all the duties incident
to the office of Secretary of the Corporation.
Section 8. Assistant Secretaries. Any Assistant Secretary shall, in the
absence or disability of the Secretary perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 9. Treasurer. The Treasurer shall have the care and custody of and
be responsible for all of the funds and securities of the Corporation and shall
deposit such funds and securities in the name and to the credit of the
Corporation in such banks and/or safe deposit companies as the Board of
Directors may designate. The Treasurer shall make, sign, and endorse in the name
of the Corporation all checks, drafts, notes, and other orders for the payment
of money, and pay out and dispose of such under the direction of the President
or the Board of Directors. The Treasurer shall keep accurate books of account of
all the business and transactions of the Corporation and shall exhibit at all
reasonable times the books and accounts to any Director or shareholder of the
Corporation upon application at the office of the Corporation during business
hours. The Treasurer shall render a report of the condition of the finances of
the Corporation at each annual meeting of the Board of Directors and at such
other times as shall be required of the Treasurer. The Treasurer shall make a
full report at the annual meeting of shareholders. The Treasurer shall further
do and perform all other duties incident to the office of Treasurer as may be
prescribed by the President or Board of Directors from time to time.
Section 10. Assistant Treasurers. Any Assistant Treasurer shall, in the
absence or disability of the Treasurer perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 11. Bonding of Officers. If required by the Board of Directors, any
or all of the officers and agents of the Corporation shall give the Corporation
a bond in such form, 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 their office and for the restoration to the Corporation, in case of
their death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the Corporation.
Section 12. Compensation of Officers. The salary or other compensation of
officers shall be fixed from time to time by the Board of Directors.
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Section 13. Voting Upon Shares Held by The Corporation. The Board of
Directors may authorize any officer to act on behalf of the Corporation in
regard to shares of other corporations owned by this Corporation in which event
the officer authorized shall have full power and authority to attend and to act
and to vote at any meeting of shareholders of any corporation in which this
Corporation may hold shares and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
shares which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any other person or persons.
ARTICLE V
CERTIFICATES REPRESENTING STOCK
Section 1. Shares of the Corporation Represented by Certificates. The
issued shares of the Corporation shall be represented by certificates.
Certificates shall be signed by the appropriate corporate officers and shall be
sealed with the seal, or a facsimile of the seal, of the Corporation. In case
the seal of the Corporation is changed after the certificate is sealed with the
seal or a facsimile of the seal of the Corporation, but before it is issued, the
certificate may be issued by the Corporation with the same effect as if the seal
had not been changed. If a certificate is countersigned by a transfer agent or
registrar, other than the Corporation itself or its employee, any other
signatures or countersignature on the certificate may be facsimiles. In case any
officer of the Corporation, or any officer or employee of the transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer of the Corporation, or an officer or
employee of the transfer agent or registrar before such certificate is issued,
the certificate may be issued by the Corporation with the same effect as if the
officer of the Corporation, or an officer or employee of the transfer agent or
registrar had not ceased to be such at the date of its issue.
Each certificate representing shares shall also state: (1) that the
Corporation is organized under the laws, of the State of Illinois; (2) the name
of the person to whom issued; (3) the number and class of shares, and the
designation of series, if any, which such certificate represents. No certificate
shall be issued for any share until such share is fully paid.
Section 2. Lost Certificates. The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost, stolen, or destroyed certificate, or
his or her legal representative, to advertise the same in such manner as it
shall require and/or give the Corporation a bond in such form, in such
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sum, and with such surety or sureties 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 or destroyed.
Section 3. Transfer of Shares. The shares of the Corporation shall be
assignable and transferable only on the books and records of the Corporation by
the registered owner, or by his duly authorized attorney, upon surrender of the
certificate duly and properly endorsed with proper evidence of authority to
transfer. The Corporation shall issue a new certificate for the shares
surrendered to the person or persons entitled thereto. All certificates for
shares changed or returned to the Corporation for transfer shall be marked by
the Secretary "Canceled", with the date of cancellation, and the transaction
shall be immediately recorded in the certificate book opposite the memorandum of
their issue. The returned certificate may be inserted in the certificate book.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Distributions to Shareholders. The Board of Directors of the
Corporation may authorize, and the. Corporation may make, distributions to its
shareholders, subject to any restriction in the Articles of Incorporation and
subject also to the limitations set forth below. The record date for determining
shareholders entitled to a distribution is the date as determined by Article II,
Section 5 of these By-Laws.
No distribution may be made if, after giving it effect: (1) the Corporation
would be insolvent; or (2) the net assets of the Corporation would be less than
zero or less than the maximum amount payable at the time of distribution to
shareholders having preferential rights in liquidation if the Corporation were
then to be liquidated. The Board of Directors may base a determination that a
distribution may be made either on financial statements prepared on the basis of
accounting practices and principles that are reasonable in the circumstances or
on fair valuation or other method that is reasonable in the circumstances. The
effect of a distribution is measured as of the earlier of the date of its
authorization if payment occurs within one hundred and twenty (120) days after
the date of authorization or the date of payment if payment occurs more than one
hundred and twenty (120) days after the date of authorization; or in the case of
distributions by purchase, redemption or other acquisition of the Corporation's
shares, the earlier of the date money or other property is transferred or debt
incurred by the Corporation or the date shareholders cease to be shareholders.
Section 2. Seal of the Corporation. The seal of the Corporation shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. The seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced.
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Section 3. Fiscal Year. Unless another fiscal year shall be fixed by
resolution of the Board of Directors, the fiscal year of the Corporation shall
commence on the 1st day of October and terminate on the 30th day of September of
each year.
Section 4. Records of the Corporation. The Corporation shall keep correct
and complete books and records of account and shall also keep minutes of the
proceedings of its shareholders and Board of Directors and committees thereof;
and shall keep at its registered office or principal place of business in the
State of Illinois, or at the office of a transfer agent or registrar in this
State, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
Section 5. Checks, Bills, Notes, etc. of the Corporation. All bills
payable, notes, checks, drafts, warrants or other negotiable instruments of the
Corporation shall be made in the name of the Corporation and shall be signed by
such officer or officers as the Board of Directors shall from time to time
direct by resolution. No officer or agent of the Corporation, either singly or
jointly with others, shall have the power to make any bill payable, note, check,
draft, or warrant, or other negotiable instrument, or endorse the same in the
name of the Corporation, or contract or cause to be contracted any debt or
liability in the name and on behalf of the Corporation except as expressly
prescribed and provided by resolution of the Board of Directors.
Section 6. Examination of Corporate Records by Shareholders. Any person who
is a shareholder of record shall have the right to examine, in person or by
agent, at any reasonable time or times, the Corporation's books and records of
account, minutes, voting trust agreements filed with the Corporation and record
of shareholders, and to make extracts therefrom, but only for a proper purpose.
In order to exercise this right, a shareholder must make written demand upon the
Corporation, stating with particularity the records sought to be examined and
the purpose therefore.
Upon the written request of any shareholder of the Corporation, the
Corporation shall mail to such shareholder within fourteen (14) days after
receipt of such request a balance sheet as of the close of its latest fiscal
year and a profit and loss statement for such fiscal year; provided that if such
request is received by the Corporation before such financial statements are
available, the Corporation shall mail such financial statements within fourteen
(14) days after they become available, but in any event within one hundred and
twenty (120) days after the close of its latest fiscal year.
Section 7. Indemnification of Officers, Directors, Employees and Agents of
the Corporation. Subject to the applicable laws of the State of Illinois, the
Corporation may indemnify any person who was or is a party, or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
or she is or was a director, officer, employee, or agent of the Corporation, or
who is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and necessarily incurred by such person
in connection with such action, suit or proceeding,
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if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Such a determination of good faith shall be
made by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion or by
the shareholders. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
that his or her conduct was unlawful.
Subject to the applicable laws of the State of Illinois, the Corporation
may indemnify any person who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Corporation, provided that no indemnification shall be
made with respect to any claim, issue, or matter as to which such person has
been adjudged to have been liable to the Corporation, unless, and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper. Such a determination
of good faith shall be made by the Board of Directors by a majority vote of a
quorum consisting of Directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested Directors so directs, by independent legal counsel in a
written opinion or by the shareholders.
To the extent that a Director, officer or employee or agent of the
Corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in the above paragraphs, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorney's fees) actually and reasonable incurred by
such person in connection therewith.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the
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Director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any capacity, or arising out of his or her
status as such.
ARTICLE VII
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended, repealed or
added to by the affirmative vote of the holders of a majority of the
shareholders entitled to vote in the election of any Director at an annual
meeting or at a special meeting. The By-Laws may also be altered, amended,
repealed or new By-Laws adopted by a majority of the entire Board of Directors
at any annual, regular or special meeting of the Board of Directors. However,
any By-Laws adopted by the Board of Directors may be altered, amended, or
repealed by the shareholders.
Dated: January 19, 1996
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