BY-LAWS
OF
INTERACTIVE MEDIA (NY) CORP.
ARTICLE I
OFFICES
Section 1. Principal Office. The offices of the Corporation shall be located in
the County of the State of New York designated in the Certificate of
Incorporation. The Corporation may also maintain offices at such other places
within or without the United States as the Board of Directors may, from time to
time, determine.
ARTICLE II
STOCKHOLDERS
Section 1. Time and Place of Meetings. The Board of Directors may designate any
time and any place, either within or without the State of New York, as the time
and place of meeting for any annual meeting or for any special meeting called by
the Board. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any time and any place, either within or without the State
of New York, as the time and place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the time and
place of the meeting shall be the principal office of the Corporation at 10:00
a.m.
Section 2. Annual Meeting. Annual meetings of stockholders 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
which the stockholders shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting. The annual meeting of
the Stockholders may be held on a date different than that given above if the
Board so determines and so states in the notice of the meeting or in a duly
executed waiver thereof.
Section 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by law
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or by the Certificate of Incorporation, may be called by the President of the
Board of Directors or the holders of not less than a majority of all of the
stock entitled to vote at the meetings. Business transacted at all special
meetings shall be confined to the purpose or purposes stated in the call.
Section 4. Notice. Written or printed notice of all meetings of shareholders
stating the place, day and hour thereof, 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 fifty (50) days prior to the date of the
meeting to the shareholders of record entitled to vote at such meeting either
personally or by mail, by or at the direction of the person or persons calling
the meeting, unless it is an annual meeting. If mailed, the notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at the address that appears on the stock
transfer books of the Corporation.
Section 5. Closing of Transfer Books and Fixing of Record Date. For the Purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or 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 may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case, fifty (50)
days. If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors
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 fifty (50) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken, and the determination of shareholders on such record date shall
apply with respect to the particular action requiring the same notwithstanding
any transfer of shares on the books of the Corporation after such record date.
Section 6. Quorum. The holders of a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business, except as
otherwise provided by law, by the Certificate of Incorporation or by these
By-laws. If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote at
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such meeting, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
convened.
Section 7. Organization. The Chairman of the Board, if one shall be elected,
shall preside at all meetings of the shareholders. In his absence, the President
or a Vice President 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. At any meeting of the shareholders, every shareholder
entitled to vote at such meeting shall be entitled to vote in person or by proxy
executed in writing by such shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the date
of its execution unless such proxy otherwise provides. A proxy shall be
revocable unless expressly provided therein to be irrevocable or unless
otherwise made irrevocable by law.
Section 9. Voting. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, each shareholder shall have one (1) vote for
each share having rights registered in his name on the books of the Corporation
at the time of the closing of the stock transfer books (or at the record date)
for such meeting. When a quorum is present at any meeting the vote of holders of
a majority of the shares entitled to vote, present in person or represented by
proxy, shall decide any matter submitted to such meeting, unless the matter is
one upon which by law or by express provision of the Certificate of
Incorporation or of these By-laws the vote of a greater number is required, in
which case the vote of such greater number shall govern and control the decision
of such matter.
Section 10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the By-laws
of such corporation may authorize
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or, in the absence of such authorization, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him so long as such shares forming a part of an estate are in the possession
and form a part of the estate being served by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name as trustee.
Shares standing 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 name if authority to do so be 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 pledge shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation, shares of its own stock
owned by another corporation the majority of the voting stock of which is owned
or controlled by the Corporation, and shares of its own stock held by the
Corporation in a fiduciary capacity shall not be voted, directly, or indirectly,
at any meeting, and shall not be counted in determining the total number of
outstanding stock at any given time.
Section 11. Election of Directors. At each election for Directors, each
shareholder entitled to vote at such election shall, unless otherwise provided
by the Certificate of Incorporation or by applicable law, have the right to vote
the number of shares owned by him for as many persons as there are to be elected
and for whose election he has a right to vote. Unless otherwise provided by the
Certificate of Incorporation, no shareholder shall have the right or be
permitted to cumulate his votes on any basis.
Section 12. Telephone Meetings. Shareholders may participate in and hold a
meeting of the shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of
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objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
Section 13. Action Without Meeting. Any action required by any provision of law
or of the Certificate of Incorporation or these By-laws to be taken at a meeting
of the shareholders or any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof, and such consent shall have
the same force and effect as a unanimous vote of the shareholders.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The property, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors composed of
not less than one (1) nor more than five (5) members who shall be elected by the
shareholders. Directors need not be residents of the State of New York or
shareholders of the Corporation. The number of Directors may be increased or
decreased by resolution adopted by a majority of the Board of Directors. The
number of Directors shall be not less than three (3) unless all of the
outstanding shares are owned beneficially and of record by less than three (3)
shareholders, in which event the number of directors shall be not less than the
number of shareholders.
Section 2. Election and Term of Office. The Directors shall be elected at the
annual meeting of the shareholders (except as provided in Section 5 of this
Article). Each Director elected shall hold office until his successor shall be
elected at an appropriate annual meeting of the shareholders and shall qualify,
or until his death, his resignation or his removal in the manner hereinafter
provided.
Section 3. Resignation. Any Director may resign at any time by giving written
notice to the President or Secretary. Such resignation shall take 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. Removal. At any special meeting of the shareholders called expressly
for that purpose, any Director or Directors, including the entire Board of
Directors, may be removed, either with or without cause, and another person or
persons may be
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elected to serve for the remainder of his or their term by a vote of the holders
of a majority of all shares outstanding and entitled to vote at an election of
directors. In case any vacancy so created shall not be filled by the
shareholders at such meeting, such vacancy may be filled by the Directors as
provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of Directors, such
vacancy may, subject to the provisions of Section 4 of this Article, be filled
by the affirmative vote of the remaining Directors though less than a quorum of
the Board of Directors; provided, however, any Directorship to be filled by
reason of an increase in the number of Directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose. A Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
Section 6. General Powers. In addition to the powers and authorities expressly
conferred upon them by these By-laws, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the shareholders.
Section 7. Place of Meetings. The Directors of the Corporation may hold their
meetings, both regular and special, either within or without the State of New
York.
Section 8. Annual Meeting. The first meeting of each newly elected Board shall
be held immediately following the adjournment of the annual meeting of the
shareholders and no notice of such meeting shall be necessary to the newly
elected Directors in order legally to constitute the meeting, provided a quorum
shall be present, or they may meet at such time and place as shall be fixed by
the consent in writing of all of the Directors.
Section 9. Regular Meetings. Regular meetings of the Board may be held with or
without notice immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide by resolution, the time and
place for the holding of additional regular meetings without notice other than
such resolution.
Section 10. Special Meetings. Special meetings of the Board may be called by the
President on two (2) days' notice to each Director given either personally, by
mail or by telegram. Special meetings shall be called by the President or
Secretary in like
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manner and like notice on the written request of any Director. The purpose of or
the business to be transacted at any special meeting of the Board of Directors
shall be specified in the notice of such meeting. Attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened.
Section 11. Quorum and Action. At all meetings of the Board the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors at any meeting at which a quorum is present shall be the act of the
Board of Directors unless the act of a greater number is required by law, the
Certificate of Incorporation or these By-laws. If a quorum shall not be present
at any meeting of Directors, the Directors present may adjourn the meeting from
time to time without notice other than announcement at the meeting until a
quorum shall be present.
Section 12. Presumption of Assent to Action. A Director who is present at a
meeting of the Board at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section 13. Committees. The Board of Directors may, by resolution adopted by a
majority of the entire Board, designate from among its members an executive
committee and other committees, each consisting of three or more directors and
each of which shall have all the authority of the Board except to the extent
provided in the resolution, the Certificate of Incorporation, these By-laws or
the law of New York State.
Section 14. Compensation. Directors may receive a stated salary for their
services in an amount unanimously agreed by the Board of Directors. By
resolution of the Board a fixed sum for expenses of attendance, if any, may be
allowed for attendance at any regular or special meeting of the Board provided
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
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Section 15. Telephone Meetings. Directors may participate in and hold a meeting
of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 16. Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Whenever under the provisions of any applicable
statute, the Articles of Incorporation or these By-laws, notice is required to
be given to any director or shareholder, and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal notice
exclusively, but any such notice may be given in writing, by mail, postage
prepaid, addressed to such director or shareholder at such address as appears on
the books of the Corporation. Any notice required or permitted to be given by
mail shall be deemed to be given three (3) days after the time when the same be
thus deposited, postage prepaid, in the United States mail as aforesaid.
Section 2. Waiver. Whenever any notice is required to be given to any director
or 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.
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ARTICLE V
OFFICERS
Section 1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall be a President, a Vice President, a Secretary and
a Treasurer. The Board of Directors may also, if it chooses to do so, elect a
Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers, all of whom shall also be
officers. Two or more offices may be held by the same person, except the offices
of President and Secretary.
Section 2. Election, Term of Office and Qualification. The officers of the
Corporation shall be elected by the Board of Directors at its first meeting
after each annual meeting of shareholders. The Board shall elect a President,
Vice President, Treasurer, and Secretary, and any Assistant Officers the Board
has determined are needed, none of whom need to be a member of the Board. Each
officer so elected shall hold office until his successor has been duly chosen
and has qualified or until his death or his resignation or removal in the manner
hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms, have such authority and perform such duties as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer the power to appoint any such subordinate officer or agent.
Section 4. Resignation. Any officer may resign at any time by giving written
notice thereof to the Board of Directors. Any such resignation shall take 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 5. Removal. Any officer elected or appointed by the Board of Directors
may be removed by the Board at any time with or without cause. Any other officer
may be removed with or without cause, by the person or persons who appointed the
officer or by the Board.
Section 6. Vacancies. A vacancy in any office shall be filled for the unexpired
portion of the term by the Board of Directors, but in case of a vacancy
occurring in an office filled in accordance with the provisions of section 3 of
this Article, such vacancy
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may be filled by the superior officer upon whom such power may be conferred by
the Board of Directors.
Section 7. Chairman. The Chairman of the Board, if one shall be elected, shall
preside at all meetings of the shareholders and directors. In addition, the
Chairman of the Board shall perform whatever duties and shall exercise all
powers that are given to him by the Board of Directors.
Section 8. President. The President shall be the chief executive officer of the
Corporation; shall (in absence of the Chairman of the Board) preside at meetings
of the Shareholders and Directors; shall have general and active management of
the business of the Corporation; and shall see that all orders and resolutions
of the Board of Directors are carried into effect. He 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.
Section 9. 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 10. The Secretary. The Secretary, when available, shall attend all
meetings of the Board of Directors and all meetings of the Shareholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He 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, be custodian of the Corporate records and have general charge
of the stock books of the Corporation and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He may sign, with any other proper officer, certificates for shares of
the Corporation and shall keep in safe custody the seal of the Corporation, and,
when authorized by the Board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature.
Section 11. 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
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other duties as may be prescribed by the Board of Directors or the President.
Section 12. 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 in the name and to the credit of the Corporation in such a
bank and safe deposit vaults as the Directors may designate. He shall exhibit at
all reasonable times his books and accounts to any Director or shareholder of
the Corporation upon application at the office of the Corporation during
business hours. He shall render a statement of the condition of the finances of
the Corporation at each stated meeting of the Board of Directors if called upon
to do so, and a full report at the annual meeting of shareholders. He shall keep
at the office of the Corporation correct books of account of all of its business
and transactions and such books of account as the Board of Directors may
require. He shall 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 13. 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 14. Bonding. If required by the Board of Directors all or certain of the
officers 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, 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 15. Salaries. The salary or other compensation of officers shall be
fixed from time to time by the Board of Directors. The Board of Directors may
delegate to any officer the power to fix from time to time the salary or other
compensation of officers and agents appointed in accordance with the provisions
of Section 3 of this Article.
Section 16. 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 he shall
have full power and
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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 VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates. The certificates representing shares of the
Corporation shall be in such form, not inconsistent with statutory provisions
and the Certificate of Incorporation, as shall be approved by the Board of
Directors. The certificates shall be signed by the President of the Corporation
and sealed with the corporate seal or a facsimile thereof. 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 with the same effect as if he were such officer at the date of its
issuance. All certificates shall be consecutively numbered and the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue, shall be entered on the Corporation's books.
Section 2. Ownership of Shares. The Corporation shall be entitled to treat the
holder of record of any share or shares as the owner of such shares with all of
the rights of ownership and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of New York.
Section 3. 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 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 or destroyed certificate, or his 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 sum, and with such surety or sureties
as it may direct, as indemnity against any claim that may be made
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against the Corporation with respect to the certificate alleged to have been
lost or destroyed.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may, from time to time, declare,
and the Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by the Certificate of Incorporation,
the By-laws and the applicable laws of the State of New York.
Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its discretion, deems proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Corporation, or for such other proper purpose as the Board
shall deem beneficial to the Corporation, and the Board may modify or abolish
any reserve in the same manner in which it was created.
Section 3. Corporate Seal. If one be adopted, the corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced. Any
officer of the Corporation shall have authority to affix the seal to any
document requiring it.
Section 4. 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 5. Reports of Situation and Amount of Business. The Board of Directors
shall, when requested by the holders of at least one-tenth (1/10) of the
outstanding voting shares of the Corporation, present written reports of the
situation and amount of business of the Corporation.
Section 6. Checks, Notes, etc. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
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Section 7. Examination of Books and Records. Any person who shall have been a
shareholder of record for at least six (6) months immediately preceding his
demand, or who shall be the holder of record of at least ten percent (10%) of
all the outstanding shares of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, the books and
records of account, minutes, and record of shareholders of the Corporation, and
shall be entitled to make extracts therefrom.
Section 8. Indemnification of Directors. Subject to the applicable laws of the
State of New York, the Corporation shall indemnify any director, officer, or
employee, or former director, officer, or employee of the Corporation, or any
person who may have served at its request as a director, officer, or employee of
another corporation in which it owns stock, or of which it is a creditor,
against expenses actually and necessarily incurred by him and any amount paid in
satisfaction of judgments in connection with any action, suit or proceeding
whether civil or criminal in nature, in which he is made a party by reason of
being or having been such a director, officer or employee (whether or not a
director, officer, or employee at the time such costs or expenses are incurred
by or imposed upon him) except in relation to the matters as to which he shall
be adjudged in such action, suit, or proceeding to be liable for gross
negligence or willful misconduct in the performance of duty. The Corporation may
also reimburse to any director, officer, or employee the reasonable costs of
settlement of any action, suit or proceeding, if it shall be found by a majority
of the Board of the Directors not involved in the matter in controversy, whether
or not a quorum, that it was to the interest of the Corporation that such
settlement be made and that such director, officer or employee was not guilty of
gross negligence or willful misconduct. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
director, officer, or employee may be entitled by law or under any By-law,
agreement, vote of shareholders, or otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 1. Compliance With By-Laws. Any action taken or determination made in
good faith by the shareholders or the Board of Directors shall be effective,
valid and binding although the same may not have been taken or made in strict
compliance with the By-laws of the Corporation.
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ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors, at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting.
Dated: March 1, 1993
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