EXHIBIT 3(ii)
PEC ISRAEL ECONOMIC CORPORATION
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COMPOSITE
BYLAWS
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ARTICLE 1. OFFICES
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The principal office in Maine shall be registered with the
Corporation Trust Company, Portland, Cumberland County, Maine.
The Company may also have offices at such other places as the
Board of Directors may designate.
ARTICLE II. MEETINGS OF STOCKHOLDERS
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Section 1. Annual Meetings. The annual meeting of stockholders
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for the election of directors and for such other business as may
properly come before the meeting shall be held on the last
Tuesday in May in each year (or if said day be a legal holiday,
then on the first day thereafter not a legal holiday), or on such
other day as shall be fixed by the Board of Directors. Notice of
the time, place and object of each meeting shall be mailed at
least ten days before the meeting to each stockholder at his
address as it appears on the books of the Company or at such
address for such notice as he may have filed with the Secretary
in writing.
Section 2. Special Meetings. Special meetings of stockholders
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shall be held whenever called in writing by the President or the
Board of Directors. Special meetings shall be called whenever
the owners of record of twenty percent of the outstanding capital
stock of the Company entitled to vote at such meeting shall make
application to that effect to the directors in writing, stating
the objects of the proposed meeting. All business transacted at
such special meetings shall be confined to the objects stated in
the notice and matters germane thereto. Unless otherwise
expressly provided by statute, notice of each special meeting
stating the time, place and object thereof, shall be mailed at
least ten days before the meeting to each stockholder at his
address as it appears on the books of the Company or otherwise as
provided in Section 1 hereof.
Section 2(A). Meetings of stockholders may be held at such
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places as may be designated by the Board of Directors within or
outside of the State of Maine as stated in the notice of meeting.
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Section 3. Quorum. At all meetings of stockholders, the
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presence of stockholders, in person or by proxy, owning of record
at least a majority of the outstanding capital stock of the
Company entitled to vote thereat shall constitute a quorum. In
the absence of such quorum, a majority of the stockholders
present in person or by proxy may adjourn from time to time
without notice other than by announcement at the meeting until a
quorum in person or by proxy is present. At any such adjourned
meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally called.
Section 4. Organization. At every stockholders' meeting the
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President or in his absence, a Vice President, or in the absence
of both, the Chairman elected by the stockholders present shall
preside. The Clerk shall keep the minutes of every meeting of
the stockholders and in his absence, a Clerk pro tem may be
elected to act as Clerk of such meeting.
Section 5(a). Voting. Stockholders shall be entitled to vote in
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person or by proxy and each stockholder shall have one vote for
each share of stock registered in his name on the books of the
Company. All elections and all questions shall be decided by a
plurality vote and upon demand any vote shall be by ballot.
(b). List of Stockholders. A full, true and complete
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list in alphabetical order of all the stockholders entitled to
vote at an ensuing election and indicating the number of shares
held by each, certified by the Secretary, shall be filed in the
office where the election is to be held at least ten days before
every election and shall, at all times during the usual hours of
business and during the whole time of the election, be open to
the examination of any stockholder. Only the persons in whose
name shares of stock stand on the books of the Company at the
time of the closing of the transfer books for such meeting, as
evidenced by the list of stockholders so furnished, shall be
entitled to vote.
(c). Proxies. Prior to any meeting but subsequent to
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the time of closing the transfer books for such meeting, if such
books have been closed, any proxy may submit his powers of
attorney to the Secretary, Treasurer or Transfer Agent of the
Company for examination. The certificate of the Secretary or of
the Treasurer or Transfer Agent as to the regularity of such
powers of attorney, and as to the number of shares held by the
persons who severally and respectively executed such powers,
shall be received as prima facie evidence of the number of shares
represented by the holder of such powers of attorney, for the
purpose of establishing the presence of a quorum at such meeting
and of organizing the same and for all other purposes.
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Section 6. Order of Business. The order of business at
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stockholders' meetings shall be as follows:
1. Proof of notice of meeting.
2. Reports.
3. Election of Directors.
4. Other business.
ARTICLE III. BOARD OF DIRECTORS
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Section 1(a). Power. Subject to the provisions of the statute,
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the certificate of incorporation, the bylaws, and regulations
which may be made by the stockholders, the Board shall have (in
addition to such powers as are herein expressly conferred upon
it, or such powers as may be exercised by the Company) the
following powers: -
To purchase or otherwise acquire property, rights
or privileges for the Company, which the Company
has power to take, at such prices and on such
terms as the Board may deem proper; and to pay for
such property, rights or privileges in whole or in
part, with money, stock, bonds, debentures or
other securities of the Company, or by delivery of
other property of the Company.
To create, make and issue mortgages, bonds, deeds
of trust, trust agreements and negotiable or
transferable instruments and securities secured by
mortgages or otherwise and to do every other act
and thing necessary to effectuate the same.
To appoint agents, clerks, assistants, factors,
servants and trustees, and to dismiss them at its
discretion; to fix their duties and emoluments and
to change them from time to time and to require
security as it may deem proper; to confer on any
Officer of the Company the power of selecting,
discharging or suspending such employees; to
delegate any of its powers to any committee,
agency, officer, or agent, and to grant the power
to sub-delegate.
To determine by whom and in what manner contracts,
or other documents shall be signed in the name and
on behalf of the Company.
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(b). The Board may also from time to time appoint an
agent or agents of the Company to represent and act in any
foreign country or countries, and all such appointments shall be
either for a fixed term or without any limitation as to the
period for which the person or persons so appointed is or are to
hold such office, and the Board may from time to time remove or
dismiss him or them from office and appoint another or others in
his or in their place or places.
Section 2. Place of Meetings. The Board may hold its meetings
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and keep the books of the Company, except the original and
duplicate stock ledger, outside of the State of Maine at such
places as it may from time to time determine.
Section 3(a). Meetings. After each annual meeting of
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stockholders, the Board shall meet for the purpose of
organization, the election of Officers and the transaction of
other business.
(b). Meetings may be held within or without the State
of Maine at such places as may be indicated in the notice or
waiver of notice thereof. The notices convening meetings shall
briefly state the objects and purposes thereof. Meetings may be
called by the Chairman or Vice Chairman of the Board or President
on three days' notice in writing or on two days' notice by
telephone or telegram to each director and shall be called by
such officer in like manner on the written request of seven
directors.
(c). A quorum shall consist of not less than seven
persons, or such other number as may be determined from time to
time by the Board. In the absence of a quorum, a majority of the
directors present may adjourn from time to time without notice
other than by announcement at the meeting until a quorum is
present. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 4. Number and Terms. The number of directors shall be
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not less than three nor more than 60, their number to be fixed by
resolution of the Board of Directors from time to time.
Section 5. Vacancies. Vacancies in the Board for any cause may
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be filled at any annual or special meeting of the stockholders.
Such vacancies may be filled by the Board between annual meetings
of stockholders and directors so elected shall hold office until
the next annual meeting of stockholders.
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Section 6. Order of Business. At meetings of the Board,
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business may be transacted in such order as the Board may
determine. At all meetings of the Board, the Chairman of the
Board, or in his absence a Vice-Chairman of the Board, or in his
absence the President, or in the absence of the latter, a
Vice-President shall preside.
Section 7. Compensation. Directors, as such, shall not receive
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any stated salary for their services, but by resolution of the
Board a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Company in any other
capacity and receiving compensation therefor.
ARTICLE IV. COMMITTEES
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Section 1. Executive Committee. There may be an Executive
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Committee. The members of the Committee shall be appointed by
the Board of Directors who shall also designate the Chairman of
the Committee. The Executive Committee shall exercise such
powers as may be delegated to it by the Board of Directors. The
Executive Committee shall fix its own rules of procedure and keep
regular minutes of its proceedings and report same to the Board.
Section 2. Other Committees. The Board may authorize any other
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committees of the Board which shall be appointed and shall
exercise such powers as the Board may prescribe. The Board may
also authorize one or more committees from its own membership or
outside its membership, or both, as an advisory committee or
committees which shall exercise such powers as the Board may
prescribe.
ARTICLE V. OFFICERS
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Section 1(a). The Officers. The Officers of the Company shall
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consist of a Chairman of the Board of Directors, one or more
Vice-Chairmen, a President, one or more Vice-Presidents, a
Secretary, a Treasurer and a Clerk. As determined by the Board
of Directors from time to time, the Officers may also include
Honorary Chairmen, Presidents Emeriti, and any other desirable
Officers. The Chairman and Vice-Chairmen of the Board of
Directors, and the President, shall be directors, but other
Officers need not be directors.
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(b). The Chairman of the Board of Directors, the
President, one or more Vice-Presidents, the Secretary, the
Treasurer and, commencing in 1988, the Clerk shall be elected
each year by a majority vote of quorum of the Board at the first
meeting held after the annual meeting of stockholders. Vacancies
in such offices may be filled by a majority vote of a quorum of
the Board at subsequent meetings prior to the following annual
meeting of stockholders. All such Officers shall hold office at
the pleasure of the Board until the first meeting of the Board
held after the succeeding meeting of the stockholders and until
their respective successors are elected and qualify.
(c). Honorary Chairmen, Presidents Emeriti,
Vice-Chairmen of the Board, and other desirable Officers as the
Board may from time to time determine shall be elected by a
majority vote of a quorum of the Board at any meeting of the
Board and shall hold office at the pleasure of the Board until
the first meeting of the Board held after the succeeding meeting
of the stockholders.
(d). In addition to the powers conferred upon them by
the bylaws, all Officers elected by the Board shall have such
authority and shall perform such duties as from time to time may
be prescribed by the Board. All Officers of the Company shall be
subject to removal at any time with or without cause by a
majority vote of a quorum of the Board.
(e). Salaries and other compensation payable to
Officers shall be fixed by the Board. Such salary or other
compensation shall be paid not by virtue of any office but solely
for services to the Company, and such services and the payment
therefor shall be terminable at the pleasure of the Board not
inconsistent with any contract.
Section 2. Chairman of the Board. The Chairman of the Board
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shall have general supervisory powers over the business of the
Company and its Officers and be an ex officio member of all
committees.
Section 3. Vice-Chairman of the Board. In the absence of the
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Chairman of the Board, a Vice-Chairman of the Board shall be an
ex officio member of all committees and shall assist the Chairman
in his general duties.
Section 4. President. The President shall be the chief
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administrative officer of the Company. He shall manage the
business; execute all contracts and agreements authorized by the
Board; see that all orders and resolutions of the Board are
carried into effect; perform such other duties as may be
prescribed by the Board; and shall be an ex officio member of all
committees.
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Section 5. Vice-President. Vice-Presidents shall have such
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powers and perform such duties as may be prescribed by the Board.
Section 6. Treasurer. The Treasurer shall have custody of all
funds and securities of the Company which may come into his
hands. He may endorse on behalf of the Company all checks, notes
or other obligations, and shall deposit the same to the credit of
the Company in such banks or depositories as the Board may
designate. Whenever required by the Board, he shall render a
statement of his accounts. He shall enter or cause to be entered
regularly in the books of the Company for that purpose full and
accurate account of all moneys received and paid on account of
the Company. He shall at all reasonable times exhibit his books
and accounts to any Officer or Director upon application at the
office of the Company during business hours. He shall perform
all acts incident to the office of Treasurer, subject to the
control of the Board. He shall give such security for the
faithful performance of his duties as the Board shall direct.
Section 7. Secretary. The Secretary shall keep the minutes of
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all meetings of the Board and of all committee meetings, in books
provided for that purpose. He shall attend to the giving and
serving of all notices of the Company. He shall affix the seal
of the Company to all instruments requiring the same. He shall
have charge of the corporate seal, certificate books, transfer
books, stock ledgers and such other books and papers as the Board
may direct, all of which shall, at all reasonable times, be open
to the examination of any director, upon application at the
office of the Company during business hours. He shall, in
general, perform all the duties incident to the office of
Secretary, subject to the control of the Board.
Section 8. Clerk. The Clerk, who shall be a resident of the
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State of Maine, shall be elected by the Board of Directors and
shall be sworn to the faithful performance of his duties. He
shall act as the agent of this Corporation in the State of Maine,
on whom process against this Corporation may be served. He shall
record all votes of the stockholders and minutes of such meetings
in a book kept for that purpose. He shall maintain an office in
the State of Maine where he shall keep the records of all
stockholders' meetings. In the absence of the Clerk at any
stockholders' meeting, a Clerk of the Meeting, who need not be a
resident of the State of Maine, shall be elected or appointed by
the meeting. He shall be sworn to the faithful performance of
his duties, and he shall keep the minutes of the votes and
business transacted and promptly deliver such minutes to the
Clerk for him to record in the record books of the Company.
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Section 9. Voting Power of President. Unless otherwise ordered
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by the Board, the President, or in case of his absence or failure
to act, a Vice-President, shall have full power and authority in
behalf of the Company to attend and to act and to vote at any
meetings of any corporation in which the Company may hold
securities, and at any such meeting shall possess and may
exercise any and all rights incidental to such ownership as fully
as the Company could do if present. The Board may delegate like
powers to any other person or persons.
ARTICLE VI. CHECKS, NOTES, ETC.
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All checks and other orders for the payment of money out of the
funds of the Company and all promissory notes, acceptances and
other evidences of indebtedness of the Company for the account of
the Company shall be signed on behalf of the Company by such
Officer or Officers as shall from time to time be determined by
the Board.
ARTICLE VII. CAPITAL STOCK
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Section 1(a). Certificates. The certificate for shares of the
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capital stock of the Company with the seal affixed shall be in
such form as shall be approved by the Board. The certificates
shall be signed by the Chairman or a Vice-Chairman of the Board,
the President or a Vice-President and countersigned by the
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary.
If a transfer agent or registrar are appointed, certificates
shall be countersigned by the transfer agent or registered by the
registrar and the signatures of the Officers and the seal of the
Company on such certificates may be facsimiles, engraved or
printed.
(b). All certificates shall be consecutively numbered.
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 Company's books.
(c) All certificates surrendered to the Company shall
be cancelled, and no new certificates shall be issued until the
former certificate or certificates for the same number of shares
of the same class shall have been surrendered and cancelled.
(d) No certificates for fractional shares of capital
stock shall be issued, but in lieu thereof, the Company will
issue non-dividend, non-voting and non-interest-bearing scrip
certificates which shall entitle the holders to receive a full
share of capital stock upon surrender of two or more scrip
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certificates aggregating a full share of capital stock of the
same class, and which shall contain such other terms and
provisions as shall be fixed by the Board. Such certificates may
become void and of no effect after a reasonable period from date
of issue to be determined by the Board and stated in the
certificate. This sub-division (d) shall not be deemed to apply
to any fractional share of stock issued and created prior to
January 1, 1939.
Section 2. Transfers. Shares of the capital stock of the
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Company shall be transferred only on the books of the Company by
the holder thereof, in person or by his attorney, upon surrender
and cancellation of the certificate for a like number of shares
of the same class, properly endorsed.
Section 3. Fixing of Record Date. For purposes of determining
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stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive
payment of a dividend or other distribution, or in order to make
a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a record date for any such
determination of stockholders. Such date shall not in any case
be more than 60 days and, in the case of a meeting of
stockholders, less than 10 full days prior to the date on which
the particular action, requiring such determination of
stockholders, is to be taken.
Section 4(a). Regulations. The Board shall have the power and
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authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Company.
(b). The Board may appoint a transfer agent and
registrar, and may require all stock certificates to bear the
signature of such transfer agent and of such stock registrar, or
either of them.
(c). The Board may make provision for the issue of new
certificates in place of lost or destroyed certificates.
(d). Any person claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of that
fact and shall, if the Board so requires, give the Company a bond
of indemnity, in form and with one or more sureties satisfactory
to the Board, in at least double the value of the stock
represented by said certificate, whereupon a new certificate may
be issued of the same tenor and for the same number of shares as
the one alleged to be lost or destroyed.
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Section 5. Liability for Amount Unpaid on Shares Not Fully Paid.
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Until the shares of stock for which certificates shall be issued
shall have been fully paid, the subscribers for the several
shares of stock shall continue to be severally liable for the
sums remaining unpaid on the shares for which they have
respectively subscribed, and, in addition to such liability, any
transferee of such shares, by accepting a transfer thereof, shall
be deemed to have assumed a personal liability of the Company for
the payment of the amount so remaining unpaid to the same extent
as though he had originally been the subscriber for such shares.
Section 6. Calls and Assessments. In the event of the failure
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of any subscriber, stockholder or transferee to pay any call or
assessments made upon him by the Board within the time required
for the payment thereof, in addition to the remedy provided for
in the foregoing Section, the Company, by decision of the Board,
may proceed to forfeit the stock of such subscriber, stockholder
or transferee, in conformity with and to resort to the
proceedings provided for in Section 46 of the Business
Corporations Law of the State of Maine, and the several acts
mandatory thereof and supplemental thereto.
ARTICLE VIII. DIVIDENDS
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Dividends upon the capital stock of the Company, when earned, may
be declared by the Board of Directors at any regular or special
meeting called for that purpose, and the Board shall fix the date
on which stockholders shall be entitled to receive dividends.
Before payment of any dividend or making any distribution of
profits, there may be set aside out of the surplus or net profits
of the Company such sum or sums as the Board may, from time to
time, in its absolute discretion, think proper as a reserve fund
to meet contingencies or for equalizing dividends or for
repairing or maintaining any property of the Company or for such
other purpose as the Board shall think conducive to the interest
of the Company.
ARTICLE IX. SEAL
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The Board shall provide a suitable corporate seal containing the
name of the Company, which seal shall be in charge of the
Secretary and affixed on behalf of the Company to instruments
requiring sealing.
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ARTICLE X. FISCAL YEAR
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The fiscal year of the Company shall be coincident with the
calendar year.
ARTICLE XI. REGISTERED STOCKHOLDERS
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The Company shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of Maine.
ARTICLE XII. INSPECTION OF BOOKS
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The Board shall determine from time to time whether, and if
allowed, when and under what conditions and regulations, the
accounts and books of the Company (except such as may by statute
by specifically open to inspection) or any of them shall be open
to the inspection of the stockholders, and the stockholders'
rights in this respect are and shall be restricted and limited
accordingly.
ARTICLE XIII. NOTICES
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Whenever under the provisions of these bylaws notice is required
to be given to any stockholder, director or officer, it shall not
be construed to mean personal notice, but such notice may be
given in writing by mail by depositing the same in the post
office or letter box in a postpaid sealed wrapper addressed to
such addressee at such address as appears on the books of the
Company or in default of other address to such addresses at the
General Post Office in the City of Portland, Maine, and such
notice shall be deemed to be given at the time when the same
shall be thus mailed. Any stockholder, director or officer may
waive notice required to be given under these bylaws.
ARTICLE XIV. AMENDMENTS
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The bylaws may be amended, altered, or repealed by the
stockholders at a meeting called for that purpose. Between
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meetings of the stockholders, the bylaws may be amended, altered,
or repealed by the Board at a meeting called for that purpose.
ARTICLE XV. INDEMNIFICATION
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Section 1. Extent. The Corporation shall indemnify any past,
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present or future officer or director of the Corporation (and his
heirs and personal representatives) 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, by reason of the fact that he,
his testator or intestate 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, employee or agent of, or in
any capacity with, another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise,
against expenses, including attorney's fees, judgments, fines
(including excise taxes assessed in connection with service to an
employee benefit plan), amounts paid in settlement and reasonable
expenses actually incurred by him in connection with such action,
suit or proceeding or any appeal therein, provided that no
indemnification shall be provided for any person with respect to
any matter as to which he shall have been finally adjudicated in
any action, suit or proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of
the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful. For purposes of the foregoing, the Corporation shall
be deemed to have requested a person to serve an employee benefit
plan where the performance by such person of his duties to the
Corporation also imposes duties on, or otherwise involves
services by such person to, the plan or participants or
beneficiaries of the plan. The termination of any action, suit
or proceeding by judgment, order or conviction adverse to such
person or by settlement or plea of nolo contendere or its
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equivalent shall not of itself create a presumption that such
person did not act in good faith in the reasonable belief that
his action was in the best interest of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Section 2. Advancement of Expenses. The Corporation shall pay
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the expenses incurred by any person to whom Section 1 applies in
defending any action, suit or proceeding in advance of final
disposition upon receipt of an undertaking by or on behalf of
such person to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the
Corporation pursuant to Section 1 or otherwise.
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Section 3. Nonexclusive Right; Subsequent Modification. The
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rights conferred by this Article shall not be deemed exclusive of
any and all other rights to which any such person may be
entitled, whether by law, agreement or otherwise. This Bylaw
shall be deemed a contract between the Corporation and its
officers and directors. Any officer or director of the
Corporation who becomes such while this Article is in effect
shall be entitled to act in reliance thereon, and no amendment,
modification or repeal of this Article which has the effect of
reducing or terminating the benefit or protection hereof shall be
effective with respect to any officer or director who became such
prior to such amendment, modification or repeal.
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