BY-LAWS
OF
CHARTER POWER SYSTEMS, INC.
(a Delaware corporation, the "Corporation")
____________________________
ARTICLE I
OFFICES
SECTION 1. OFFICES. The Corporation shall maintain its registered
office in the State of Delaware, at 229 South State Street, City of Dover,
County of Kent 19901, and its Resident Agent at such address is The Prentice-
Hall Corporation System, Inc. The Corporation may also have offices in such
other places in the United States or elsewhere as the Board of Directors may,
from time to time, appoint or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other
business as properly may be conducted at such meeting shall be held at such
place, either within or without the State of Delaware, and at such time and date
as the Board of Directors shall determine by resolution and set forth in the
notice of the meeting. In the event that the Board of Directors fails so to
determine the time, date and place for the annual meeting, it shall be held,
beginning in 1986, at the principal office of the Corporation at 10:00 A.M. on
the second Tuesday of April of each year. In the event such day shall fall upon
a legal holiday, then the annual meeting shall be held on the next succeeding
business day at the aforementioned time and place.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose may be called by the President or by resolution of the Board of
Directors and shall be called by the President upon written request of not less
than 10% in interest of the stockholders entitled to vote thereat. Notice of
each special meeting shall be given according to Section 3 of this Article II.
SECTION 3. NOTICE OF MEETINGS. Written notice of each meeting of
the stockholders of the Corporation, in which the place, date and time of the
meeting and, in the event of a special
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meeting, the purposes for which it is called are set forth, shall be mailed to
or delivered to each stockholder of record entitled to vote thereat. Such notice
shall be given not less than ten (10) days nor more than sixty (60) days before
the date of any such meeting. Except where prohibited by law, the Corporation's
Certificate of Incorporation or these By-laws, business not set forth in the
notice of meeting may also be transacted at such meeting, provided only that
such business properly comes before the meeting.
SECTION 4. QUORUM. Except as otherwise required by law or the
Corporation's Certificate of Incorporation, the presence, in person or by proxy,
at any meeting of the stockholders of the Corporation, of stockholders holding a
majority of the outstanding stock of the Corporation entitled to vote thereat
shall constitute a quorum thereof.
SECTION 5. VOTING. Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and these By-laws shall be
entitled to one (1) vote, in person or by proxy, for each share of stock held by
him, on all matters to come before the stockholders. Upon the demand of any
stockholder
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entitled to vote at any meeting, the vote upon any question before such meeting
shall be by written ballot. All elections of directors shall be decided by
plurality vote. All other questions shall be decided by a majority vote, unless
otherwise required by these By-laws, the Corporation's Certificate of
Incorporation or law.
SECTION 6. VOTING LISTS. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order,
with the address of each, and the number of shares held by each, shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 7. INSPECTORS. The Chairman presiding at any meeting of
stockholders shall have power, in his discretion, to
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appoint one or more persons to act as inspectors to receive, canvass and report
the votes cast by the stockholders at such meeting, but no candidate for the
office of director shall be appointed as inspector at any meeting for the
election of directors.
SECTION 8. CHAIRMAN OF MEETINGS. The Chairman of the Board of
Directors of the Corporation shall preside at all meetings of stockholders and
of the Board of Directors, at which he is present. In the event of his absence
or disability, the Vice Chairman, if any be elected, or, in the event of the
absence or disability of the Vice Chairman, the President of the Corporation
shall preside at any such meetings.
SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, may be taken without a meeting, without prior notice,
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to
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authorize or take such action at a meeting at which all shares entitled to vote
were present and voted. Prompt notice of corporate action taken without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
SECTION 10. ADJOURNMENT. At any meeting of stockholders of the
Corporation, if less than a quorum be present, a majority of the stockholders
entitled to vote at the meeting, present in person or by proxy, shall have the
power to adjourn the meeting to another time, place and date without notice
other than by announcement at the meeting so adjourned. Any business may be
transacted at any adjourned meeting that could have been transacted at the
meeting originally noticed, but only those stockholders entitled to vote at the
meeting originally noticed shall be entitled to vote at any adjourned meeting.
If the adjournment is for more than thirty (30) days from the date of the
meeting originally noticed, or if after the adjournment a new record date, as
provided for in Section 5 of Article V of these By-laws is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. The property, business and affairs of the
Corporation shall be managed and controlled by its Board of Directors. The
Board shall exercise all of the powers of the Corporation except as are by law,
the Corporation's Certificate of Incorporation or these By-laws conferred upon
or reserved to the stockholders.
SECTION 2. NUMBER AND TERM. The number of directors shall be at
least three. The initial Board of Directors shall be designated by the Sole
Incorporator of the Corporation and the members thereof shall serve until the
first annual meeting of the stockholders and until their successors shall be
elected and qualified or until their earlier death, resignation or removal.
Thereafter, within the limits specified above, the number of directors shall be
fixed from time to time by the Board. The number of directors so designated by
the Sole Incorporator and thereafter fixed by the Board of Directors shall, for
purposes of these By-laws, be deemed the number of directors constituting the
entire Board of Directors. The Board of Directors shall be elected
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by the stockholders at their annual meeting, and each director shall be elected
to serve for the term of one year and until his successor shall be elected and
qualified or until his earlier death, resignation or removal. Directors need not
be stockholders.
SECTION 3. RESIGNATIONS. Any director or member of a committee of
the Board may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 4. REMOVAL. Any director or the entire Board of Directors
may be removed either for or without cause at any time by the affirmative vote
of the holders of a majority of all the shares of stock outstanding and entitled
to vote for the election of directors at any annual or special meeting of the
stockholders called for that purpose. Vacancies thus created may be filled by a
majority vote of the directors then in office, although less than a quorum, or
by a sole remaining director.
SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies in
the office of any director or member of a committee of
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the Board of Directors and newly created directorships may be filled by a
majority vote of the remaining directors in office, although less than a quorum
or by a remaining sole director. Any director so chosen shall hold office for
the unexpired term of his predecessor and until his successor shall be elected
and qualified or until his earlier death, resignation or removal. However, the
directors may not fill the vacancy created by removal of a director by electing
the director so removed.
SECTION 6. MEETINGS. The newly elected directors shall hold their
first meeting to organize the Corporation, elect officers and transact any other
proper business. An annual organizational meeting of the Board of Directors
shall be held immediately after each annual meeting of the stockholders, or at
such time and place as may be noticed for such meeting.
Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the board may be called by the President and shall
be called by the Secretary on the written request of any two (2) directors with
at least one (1) day's notice
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to each director. A special meeting shall be held at such place or places as may
be determined by the directors or as shall be stated in the notice of the
meeting.
SECTION 7. QUORUM, VOTING AND ADJOURNMENT. The presence of at least
a majority of the total number of directors or of any committee of the Board
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors or committee of the Board, as the case may be. At any meeting
of the Board or any committee of the Board, if less than a quorum be present, a
majority of the directors or committee members present may adjourn the meeting
from time to time until a quorum is present. No notice of such adjourned meeting
need be given other than the announcement at the meeting so adjourned. The vote
of a majority of the directors or committee members present at the meeting at
which a quorum is present shall be the act of the Board or any committee of the
Board as the case may be.
SECTION 8. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the entire Board, designate one or more
committees, including but not limited to an Executive Committee and an Audit
Committee, each such committee to
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consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, to
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent specified by the resolution of the Board, may have
and exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation of the Corporation, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-laws; and, unless the enabling
resolution of the Board expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock
of the Corporation. All committees of the Board shall report their proceedings
to the Board when required.
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SECTION 9. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without notice and without a meeting if all
members of the Board or committee, as the case may be, consent to the action in
writing.
Members of the Board of Directors or of any committee of the Board,
may participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
SECTION 10. COMPENSATION. The Board of Directors may from time to
time, in its discretion, fix the amounts which shall be payable to directors and
to members of any committee of the Board for attendance at the meetings of the
Board of Directors or of such committee and for services rendered to the
Corporation. Any director may serve the Corporation in any other capacity as an
officer, agent or otherwise, and receive compensation therefor.
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SECTION 11. CORPORATE BOOKS. The books of the Corporation, except
such as are required by law to be kept within the state, may be maintained
outside the State of Delaware, at such places as the Board of Directors may from
time to time determine.
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Corporation shall be a Chairman of
the Board, President, one or more Vice Presidents, a Treasurer and a Secretary,
all of whom shall be elected by the Board of Directors and who shall hold office
for a term of one (1) year and until their successors are elected and qualified
or until their earlier death, resignation or removal. In addition, the Board of
Directors may elect a Vice Chairman of the Board and additional Vice Presidents,
including an Executive Vice President, one or more Assistant Treasurers and one
or more Assistant Secretaries, who shall hold their office for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors. The initial officers shall be elected
at the first meeting of the Board of Directors and, thereafter, at the annual
organizational meeting of the Board
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held after each annual meeting of the stockholders. Any number of offices may be
held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it deems advisable, who shall hold
their office for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the Board of Directors must be
a director of the Corporation. The Chairman shall preside at all meetings of
the Board of Directors and of the stockholders and shall have such powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
SECTION 4. VICE CHAIRMAN. The Vice Chairman of the Board of
Directors, if any be elected, shall generally aid and assist the Chairman of the
Board and shall have such powers and shall perform such duties of the Chairman
of the Board, in the absence or disability of such officer. In addition, the
Vice Chairman of the Board shall have such powers and perform such other
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duties as from time to time may be assigned to him by the Board of Directors.
SECTION 5. PRESIDENT. The President shall be the Chief Executive
Officer and the Chief Operating Officer of the Corporation and shall, in
connection with the performance of his duties, report directly to the Board of
Directors. He shall perform such other duties as may be prescribed from time to
time by the Board or these By-laws. In the absence, disability or failure of the
Chairman of the Board or Vice Chairman of the Board, if any be elected, to act,
or a vacancy in such offices, the President shall preside at all meetings of the
stockholders and of the Board of Directors.
SECTION 6. VICE PRESIDENTS. Each Vice President (of whom one or
more may be designated an Executive Vice President) shall generally aid and
assist the President in such manner as the President shall direct. Each Vice
President shall have such powers and shall perform such duties as shall be
assigned to him by the President or the Board of Directors.
SECTION 7. TREASURER. The Treasurer shall have the custody of the
corporate funds, securities, evidences of
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indebtedness and other valuables of the Corporation and shall keep full and
accurate account of receipts and disbursements in books belonging to the
Corporation. He shall deposit all moneys and other valuables in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or the President. He shall render to the
President and Board of Directors, upon their request, a report of the financial
condition of the Corporation. If required by the Board of Directors, he shall
give the Corporation a bond for the faithful discharge of his duties in such
amount and with such surety as the board shall prescribe.
SECTION 8. SECRETARY. The Secretary will cause minutes of all
meetings of the stockholders and directors to be recorded and kept; cause all
notices required by these By-Laws or otherwise to be given properly and see that
the minute books, stock books, and other non-financial books of the Corporation
are kept properly. In addition, the Secretary shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors.
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SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each
Assistant Treasurer and each Assistant Secretary, if any be elected, shall be
vested with all the powers and shall perform all the duties of the Treasurer and
Secretary, respectively, in the absence or disability of such officer, unless or
until the Board of Directors shall otherwise determine. In addition, Assistant
Treasurers and Assistant Secretaries shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.
SECTION 10. CORPORATE FUNDS AND CHECKS. The funds of the Corporation
shall be kept in such depositories as shall from time to time be prescribed by
the Board of Directors. All checks or other orders for the payment of money
shall be signed by such officers, employees or agents as may from time to time
be authorized by the Board of Directors, with such countersignature, if any, as
may be required by the Board of Directors.
SECTION 11. CONTRACTS AND OTHER DOCUMENTS. The Chairman of the
Board, the President, any Vice President or the Treasurer, or such other officer
or officers as may from time to time be authorized by the Board of Directors,
shall have the power to sign
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and execute on behalf of the Corporation deeds, bonds, mortgages, conveyances
and contracts, and any and all other documents requiring execution by the
Corporation and shall cause the seal to be affixed to any instrument requiring
it and, when so affixed, the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 12. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chairman
of the Board, the President, any Vice President, the Treasurer, the Secretary,
or such other officer or person as shall be authorized by the Board of
Directors, shall have power and authority on behalf of the Corporation to attend
and to vote at any meeting of the stockholders of any corporation in which this
Corporation may hold stock; may exercise on behalf of this Corporation any and
all of the rights and powers incident to the ownership of such stock at any such
meeting; and shall have power and authority to execute and deliver proxies and
consents on behalf of this Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the ownership of such stock.
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SECTION 13. DELEGATION OF DUTIES. The Board of Directors may
delegate to another officer or director, the powers or duties of any officer, in
case of such officer's absence, disability or refusal to exercise such powers or
perform such duties.
SECTION 14. RESIGNATION AND REMOVAL. Any officer of the Corporation
may be removed from office for or without cause at any time by the Board of
Directors. Any officer may resign at any time in the same manner prescribed for
the resignation of directors of the Corporation and as set forth in Section 3 of
Article III of these By-laws.
SECTION 15. VACANCIES. In case any office shall become vacant, the
Board of Directors shall have power to fill such vacancy.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates for stock of the
Corporation shall be numbered and shall be in such form as the Board of
Directors may, from time to time, prescribe;
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shall be signed by the Chairman of the Board, the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary (or shall bear the facsimile signatures of such officers); and shall
be issued to each stockholder to evidence the number and class of shares of
stock in the Corporation owned by him. The Board of Directors shall have power
to appoint one or more transfer agents and/or registrars for the transfer and/or
registration of certificates of stock of any class, and may require that stock
certificates shall be countersigned and/or registered by one or more of such
transfer agents and/or registrars.
SECTION 2. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such person as the Board of Directors may designate, by whom they
shall be cancelled, and new certificates shall be thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely,
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it shall be so expressed in the entry of the transfer. The Board of Directors
shall have power and authority to make all such rules and regulations as it may
deem necessary or proper concerning the issue, transfer and registration of all
or any certificates for shares of stock of the Corporation.
SECTION 3. LOST CERTIFICATES. A new certificate of stock may be
issued in the place of any certificate previously issued by the Corporation,
alleged to have been lost, stolen, destroyed or mutilated, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen,
destroyed or mutilated certificate, or his legal representatives, to give the
Corporation a bond, in such sum as it may direct, not exceeding double the value
of the stock, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or mutilation of any such certificate,
or the issuance of any such new certificate.
SECTION 4. STOCKHOLDERS OF RECORD. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof, in fact, and shall not be bound to recognize any equitable or
other claim to or interest in
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such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
SECTION 5. STOCKHOLDERS RECORD DATE. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which shall not be more than sixty (60) nor less than ten (10) days
before the date of the holding of such meeting or the date of the taking of any
of the aforementioned actions, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
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SECTION 6. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may at any regular or special meeting,
out of funds legally available therefor, declare dividends upon the stock of the
Corporation as and when it deems appropriate. Before declaring any dividend
there may be set apart, out of any funds of the Corporation available for
dividends, such sum or sums as the Board of Directors from time to time in its
discretion deems proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board shall deem conducive to the interests of the Corporation.
ARTICLE VI
NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE. Whenever any written notice is required to be
given by law, the Certificate of Incorporation of the Corporation or these By-
laws, such notice, if mailed, shall be deemed to be sufficiently given if it is
written or printed and deposited in the United States mail, postage pre-paid,
addressed to the person entitled to such notice at his address as it appears on
the books and records of the Corporation. Such notice may also be
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sent by telegram. The mailing of such notice or posting of such telegram, as the
case may be, shall constitute due notice, which shall be deemed to have been
given on the day of such mailing or posting.
SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given by law, the Certificate of Incorporation of the Corporation or these By-
laws, a written waiver of notice signed by the person entitled to notice,
whether before or after the time stated in the notice, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, unless prior to the end of the meeting the
person objects to the transaction of any business because the meeting is not
lawfully noticed or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders, directors, or members of a
committee of the Board need be specified in any written waiver of notice.
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. AMENDMENTS. These By-laws may be amended or repealed or
new By-laws may be adopted by the affirmative vote of
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a majority of the Board of Directors at any regular or special meeting of the
Board. If any By-law regulating impending election of directors is adopted,
amended or repealed by the Board, there shall be set forth in the notice of the
next meeting of stockholders for the election of directors the By-law(s) so
adopted, amended, or repealed, together with a precise statement of the changes
made. By-laws adopted by the Board of Directors may be amended or repealed by
stockholders.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. SEAL. The seal of the Corporation shall be circular in
form and shall have the name of the Corporation "Charter Power Systems, Inc." on
the circumference and the words and numerals "Delaware 1985" in the center.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 3. INDEMNIFICATION. To the fullest extent permitted by the
laws of the State of Delaware:
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(a) The Corporation shall indemnify any person, his heirs, executors
or administrators, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(brought by or in the right of the Corporation or otherwise), whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person or such heirs, executors or
administrators in connection with such action, suit or proceeding.
(b) The Corporation may indemnify any person, his heirs, executors or
administrators, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (brought
by or in the right of the Corporation or otherwise), whether civil,
criminal, administrative or investigative, by reason of the
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fact that he is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person or such heirs, executors or
administrators in connection with such action, suit or proceeding.
(c) The Corporation may, in the discretion of the Board of Directors,
pay expenses incurred in defending any action, suit or proceeding described
in subsection (a) or (b) of this Section in advance of the final
disposition of such action, suit or proceeding.
(d) The Corporation may purchase and maintain insurance on behalf of
any person described in subsection (a) or (b) of this Section against any
liability asserted against him, whether or not the Corporation would have
the power to indemnify him against such liability by law.
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The indemnification provided by this Section shall not be deemed
exclusive of any other rights to indemnification to which those seeking
indemnification may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise.
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