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 for the
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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 shall be
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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 places as may
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be designated by the Board of Directors within or outside of the State of
Maine as stated in the notice of meeting.
Section 3. Quorum. At all meetings of stockholders, the presence of
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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 President or
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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 person or
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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 list in
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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 the time of
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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.
Section 6. Order of Business. The order of business at stockholders'
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meetings shall be as follows:
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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, the
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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.
(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.
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Section 2. Place of Meetings. The Board may hold its meetings and keep
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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 stockholders, the
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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). Except as provided in the next sentence, a majority of the
total number of directors then in office shall constitute a quorum for the
transaction of business of the Board. If at any time there are fewer
directors in office than one-half of the number of directors fixed by the
bylaws or, in the absence of a bylaw fixing the number of directors, of the
number stated in the articles of incorporation, the directors then in
office may transact no other business than the filling of vacancies on the
Board, in the manner and to the extent provided by these bylaws and law,
until sufficient vacancies have been filled so that there are in office at
lease one-half of the number of directors fixed by bylaws or the articles
of incorporation. 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 not less
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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 be filled
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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.
Section 6. Order of Business. At meetings of the Board, business may be
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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
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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 any stated
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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 Committee. The
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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 committees
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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 consist of
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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.
(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
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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 shall have
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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 Chairman of
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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 administrative
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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.
Section 5. Vice-President. Vice-Presidents shall have such powers and
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perform such duties as may be prescribed by the Board.
Section 6. Treasurer. The Treasurer shall have custody of all funds and
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securities of the Company which may come into his hands. He may
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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 all
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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 State of
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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.
Section 9. Voting Power of President. Unless otherwise ordered by the
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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.
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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 capital
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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 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 Company shall be
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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.
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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 authority
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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.
Section 5. Liability for Amount Unpaid on Shares Not Fully Paid. Until
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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 of any
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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
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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.
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.
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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 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, present or
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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
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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 equivalent shall not of itself
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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 the
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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.
Section 3. Nonexclusive Right; Subsequent Modification. The rights
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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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