BY-LAWS
of
OUTLET BROADCASTING, INC.
AMENDED AND RESTATED
February 2, 1996
ARTICLE I
ARTICLES OF INCORPORATION AND PROVISIONS OF LAW
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These amended and restated by-laws, the powers of the
Corporation and of its directors and shareholders and all matters
concerning the conduct and regulation of the business of the
Corporation shall be subject to such provisions in regard
thereto, if any, as are provided by law. All references herein
to the Articles of Incorporation shall be construed to mean the
Articles of Incorporation of the Corporation as from time to time
amended.
ARTICLE II
OFFICES
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SECTION 2.1. Principal Office. The principal office
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of the Corporation shall be located at 23 Kenney Drive, Cranston,
Rhode Island 02903 or such other place within or without the
State of Rhode Island as may be determined by the Board of
Directors from time to time.
SECTION 2.2. Other Offices. The Corporation may also
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have an office or offices at such other place or places either
within or without the State of Rhode Island as the Board of
Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE III
MEETINGS OF SHAREHOLDERS
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SECTION 3.1. Place of Meetings. All meetings of the
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shareholders of the Corporation shall be held at the principal
office of the Corporation or at such other place, within or
without the State of Rhode Island, as shall be fixed by the Board
of Directors and specified in the respective notices or waivers
of notice of said meetings.
SECTION 3.2. Annual Meetings. The annual meeting of
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the shareholders for the election of directors and for the
transaction or such other business as may come before the meeting
shall be held at 10:00 a.m., local time, on the fourth Thursday
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in April in each year, if not a legal holiday, and, if a legal
holiday, then on the next succeeding business day not a legal
holiday. If such annual meeting is omitted by oversight or
otherwise on the day herein provided therefor, a special meeting
may be held in place thereof, and any business transacted or
elections held at such special meeting shall have the same effect
as if transacted or held at the annual meeting. The purposes for
which an annual meeting is to be held, in addition to those
prescribed by law or these by-laws, may be specified by a
majority of the Board of Directors, the President or a
shareholder or shareholders hold of record at least ten percent
(10%) in voting power of the outstanding shares of the
Corporation entitled to vote at such meeting.
SECTION 3.3. Special Meetings. A special meeting of
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the shareholders for any purpose or purposes, unless otherwise
prescribed by statute, may be called at any time by the
President, by order of the Board of Directors or by a shareholder
or shareholders holding of record at least ten percent (10%) in
voting power of the outstanding shares of the Corporation
entitled to vote at such meeting.
SECTION 3.4. Notice of Meetings. Notice of each
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meeting of the shareholders shall be given to each shareholder of
record entitled to vote at such meeting at least ten (10) days
but not more than sixty (60) days before the day on which the
meeting is to be held. Such notice shall be given by delivering
a written or printed notice hereof personally or by mail. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed
to the shareholder at the post office address of such shareholder
as it appears upon the stock record books of the Corporation, or
at such other address as such shareholder shall have provided to
the Corporation for such purpose. No publication of any notice
of a meeting of shareholders shall be required. Every such
notice shall state the time and place of the meeting, and, in
case of a special meeting, shall state the purpose or purposes
thereof. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend such
meeting in person or by proxy or who shall waive notice thereof
in the manner hereinafter provided. Notice of any adjourned
meeting of the shareholders shall not be required to be given.
SECTION 3.5. Quorum. At each meeting of the
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shareholder a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum for the transaction of business. In
the absence of a quorum, a majority of the shares so represented
at such meeting or, in the absence of all the shareholders
entitled to vote, an officer entitled to preside or to act as
secretary at such meeting, may adjourn the meeting from time to
time without further notice. At any such adjourned meeting at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
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originally noticed. The absence from any meeting of shareholders
holding sufficient number of shares required for action on any
given matter or matters which properly come before the meeting,
if shareholders holding a sufficient number of shares required
for action on such other matter or matters shall be present. The
shareholders present or represented at any duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
SECTION 3.6. Voting. Each shareholder of the
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Corporation shall, whether the voting is by one or more classes
voting as a class, be entitled to one vote in person or by proxy
for each share of the Corporation registered in the name of such
shareholder on the books of the Corporation. The Corporation
shall not vote directly or indirectly any shares held in its own
name. Any vote of shares may be given by the shareholder
entitled to vote such shares in person or by proxy appointed by
instrument in writing. At all meetings of the shareholders at
which a quorum is present, all matters (except where other
provision is made by law, the articles of incorporation or these
by-laws) shall be decided by the affirmative vote of holders of a
majority of the shares present in person or represented by proxy
and entitled to vote thereon.
ARTICLE IV
BOARD OF DIRECTORS
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SECTION 4.1. General Powers. The property, affairs
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and business of the Corporation shall be managed by the Board of
Directors and the Board shall have, and may exercise, all of the
powers of the Corporation, except such as are conferred by the
by-laws upon the shareholders.
SECTION 4.2. Number, Qualification and Term of Office.
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The number of directors to constitute the Board of Directors
shall be four (4) (except in the event a director resigns or is
removed from his position, the Corporation may be managed by
number less than four (4) until such replacement for the resigned
or removed director is elected and assumes his responsibilities
as a director). The directors shall be elected by the
shareholders at each annual meeting of shareholders, or at any
special meeting held in place thereof, except as provided in this
Article. Each director shall hold office until the next annual
election of directors and until his successor shall have been
duly elected and qualified, or until the death, resignation or
removal of such director in the manner herein provided. No
director need be a shareholder.
SECTION 4.3. Election of Directors. Subject to any
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provisions in the articles of incorporation providing for
cumulative voting, at each meeting of the shareholders for the
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election of directors at which a quorum is present, the persons
receiving the greatest number of votes shall be the directors,
and each shareholder entitled to vote at such election shall have
the right to vote, in person or by proxy, for as many nominees as
the number of directors fixed as constituting the Board of
Directors and to cast for each such nominee as many votes as the
number of shares which such shareholder is entitled to vote,
without the right to cumulate such votes.
SECTION 4.4. Quorum and Manner of Acting. A majority
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of the total number of directors at the time in office shall
constitute a quorum for the transaction of business at any
meeting. In the absence of a quorum, a majority of the directors
present may adjourn any meeting from time to time without further
notice until a quorum be had. The directors shall act only as a
Board, and the individual directors shall have no power as such.
SECTION 4.5. Place of Meetings. The Board of
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Directors may hold its meetings at any place within or without
the State of Rhode Island as it may from time to time determine
or shall be specified or fixed in the respective notices or
waivers of notice thereof.
SECTION 4.6. Annual Meeting. The Board of Directors
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shall meet for the purpose of organization, the election of
officers and the transaction of other business, as soon as
practicable after each annual election of directors on the same
day and at the same place at which such election of directors was
held. Notice of such meeting need not be given. Such meeting
may be held at any other time or place which shall be specified
in a notice given as hereinafter provided for special meetings of
the Board of Directors or in a consent and waiver of notice
thereof signed by all the directors.
SECTION 4.7. Regular Meetings. Regular meetings of
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the Board of Directors shall be held at such place and at such
times as the Board shall from time to time by vote determine. If
any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be held at the same
hour on the next succeeding business day not a legal holiday.
Notice of regular meetings need not be given.
SECTION 4.8. Special Meetings; Notice. Special
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meetings of the Board of Directors shall be held whenever called
by the President or by not less than twenty-five percent (25%) of
the members of the Board of Directors. Notice of each such
meeting shall be given by, or at the order of, the Secretary or
the person calling the meeting to each director by mailing the
same addressed to the director's residence or usual place of
business, or personally delivered or by telegraph, cable, fax or
telephone, at least five (5) days, in the case of mailing, or one
day, in every other case, before the day on which the meeting is
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to be held. Every such notice shall state the time and place of
the meeting but need not state the purpose thereof except as
otherwise in these by-laws expressly provided.
SECTION 4.9. Presumption of Assent. A director of the
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Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 4.10. Telephone Meetings. Meetings of the
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Board of Directors, regular or special, may be held by means of a
telephone conference circuit and connection to such circuit shall
constitute presence at such meeting.
SECTION 4.11. Removal of Directors. Any director may
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be removed, either with or without cause, at any time, by the
affirmative vote of the holders of record of a majority of the
issued and outstanding shares entitled to vote for the election
of directors of the Corporation given at a special meeting of the
shareholders called and held for the purpose.
SECTION 4.12. Resignation. Any director of the
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Corporation may resign at any time by giving written notice to
the Board of Directors or to the Secretary of the Corporation.
The resignation of any director shall take effect at the time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 4.13. Vacancies. Subject to any provisions of
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the articles of incorporation providing for cumulative voting,
any vacancy in the Board of Directors caused by death,
resignation, removal, disqualification, an increase in the number
of directors, or any other cause, may be filled by a majority
vote of the remaining directors then in office, though less than
a quorum, at any regular meeting or special meeting, including
the meeting at which any such vacancy may arise, or by the
shareholders of the Corporation at the meeting at which any such
vacancy may arise, or the next annual meeting or any special
meeting, and each director so elected shall hold office until the
next annual election of directors, and until a successor shall
have been duly elected and qualified, or until the death or
resignation or removal of such director in the manner herein
provided.
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ARTICLE V
COMMITTEES
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V.A. Executive Committee
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SECTION 5.1. Appointment. The Board of Directors may
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designate two or more of its members to constitute an Executive
Committee. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed
by law.
SECTION 5.2. Authority. The Executive Committee, when
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the Board of Directors is not in session, shall have and may
exercise all of the authority of the Board of Directors except to
the extent, if any, that such authority shall be limited by the
resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the
Board of Directors in reference to amending the articles of
incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease or other
disposition of all or substantially all of the property and
assets of the Corporation otherwise than in the usual and regular
course of its business, recommending to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof,
increasing the number of directors constituting the Board of
Directors, filling any vacancies on the Board of Directors,
removing or electing any officer of the Corporation or amending
the by-laws of the Corporation.
SECTION 5.3. Tenure and Qualifications. Each member
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of the Executive Committee shall hold office until the next
regular annual meeting of the Board of Directors following
designation and until a successor is designated as a member of
the Executive Committee and is elected and qualified or until the
death or resignation or removal of such member in the manner
herein provided.
SECTION 5.4. Meetings. Regular meetings of the
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Executive Committee may be held without notice at such times and
places as the Executive Committee may fix from time to time by
resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not less than one (1) days'
notice (or in the case of mailing, five (5) days' notice) stating
the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered
when deposited in the United States mail addressed to the member
of the Executive Committee at such member's business address.
Any member of the Executive Committee may waive notice of any
meeting and no notice of any meeting need be given to any member
thereof who attends in person. The notice of a meeting of the
Executive Committee need not state the business proposed to be
transacted at the meeting.
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SECTION 5.5. Telephone Meetings. Meetings of the
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Executive Committee may be held by means of a telephone
conference circuit and connection to such circuit shall
constitute attendance at such meeting.
SECTION 5.6. Quorum. A majority of the members of the
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Executive Committee shall constitute a quorum for the transaction
of business at any meeting thereof, and action of the Executive
Committee shall be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is
present.
SECTION 5.7. Vacancies. Any vacancy in the Executive
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Committee may be filled by a resolution adopted by a majority of
the full Board of Directors.
SECTION 5.8. Resignations and Removal. Any member of
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the Executive Committee may be removed at any time with or
without cause by the Board of Directors. Any member of the
Executive Committee may resign from the Executive Committee at
any time by giving written notice to the President or Secretary
of the Corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 5.9. Procedure. The Executive Committee may
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elect a presiding officer from its members and may fix its own
rules of procedure which shall not be inconsistent with these
by-laws. It shall keep regular minutes of its proceedings and
report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have
been taken.
V.B. Other Committees
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SECTION 5.10. Appointment and Powers. The Board of
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Directors, may designate two or more of its members to constitute
such other committees as deemed advisable to serve for such time
and to exercise such powers and functions, as the Board of
Directors shall direct. The Board of Directors may designate one
or more of its members as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of
the committee.
SECTION 5.11. Meetings. Each such committee may adopt
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rules governing the method of calling and time and place of
holding its meetings and the conduct of the proceedings thereat
but, in the absence of such rules, the meetings of such committee
shall be called by any member of such committee by notice to each
member of the time and place of holding the same, sent by mail,
first class postage prepaid, at least five days before the time
fixed for said meeting, or by prepaid telegram or cablegram, or
by facsimile at least one day before the time fixed for said
meeting, or given personally at least one day before the time
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fixed for said meeting; such notice to be addressed to such
member at his residence or usual place of business. A chairman
selected by the directors shall preside at all meetings of such
committee, but, in the chairman's absence from any meeting,
another member shall be chosen by the members present to preside.
An appointee of the chairman of the meeting shall serve as
secretary of each meeting of such committee.
SECTION 5.12. Quorum and Manner of Acting. To
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constitute a quorum of any such committee for the transaction of
business at any meeting, a majority of the members shall be
present and the act of a majority of such quorum shall constitute
the act of such committee. Such committee shall keep a record of
its acts and proceedings and shall report thereon to the Board of
Directors.
SECTION 5.13. Removal. Any member of any such
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committee, may be removed with or without cause by resolution of
the Board of Directors, adopted by at least a majority of the
entire Board.
SECTION 5.14. Vacancies. Vacancies in any such
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committee shall be filled in the same manner as for original
appointment to membership.
ARTICLE VI
WAIVER OF NOTICE; WRITTEN CONSENT
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SECTION 6.1. Waiver of Notice. Notice of the time,
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place and purpose of any meeting of the shareholders, Board of
Directors, or Executive Committee may be waived in writing by any
shareholder or director either before or after such meeting.
Attendance in person, or in case of a meeting of the
shareholders, by proxy, at a meeting of the shareholders, Board
of Directors or Executive Committee shall be deemed to constitute
a waiver of notice thereof.
SECTION 6.2. Written Consent of Shareholders.
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(a) Any action required or permitted to be taken at a
meeting of shareholders may be taken without a meeting if all of
the shareholders entitled to vote thereon, or their proxies,
shall consent in writing to such action.
(b) To the extent authorized by the articles of
incorporation, any action required or permitted to be taken at a
meeting of shareholders may be taken without a meeting upon the
written consent of the shareholders entitled to vote thereon, or
their proxies, to the extent and in the manner permitted by
Section 7-1.1-30.3 of the Rhode Island Business Corporation Act,
as amended from time to time.
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SECTION 6.3. Written Consent of Directors. Unless
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otherwise restricted by the articles of incorporation or these
by-laws, any action required or permitted to be taken at any
meeting of the Board of Directors or Executive Committee may be
taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before or after such
action by all of the directors, or all of the members of the
Executive Committee, as the case may be. Such written consent
shall be filed with the records of the Corporation.
ARTICLE VII
OFFICERS
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SECTION 7.1. Number. The officers of the Corporation
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shall be a President, one or more Vice Presidents, a Secretary, a
Vice President and Treasurer, and such other officers as the
Board of Directors may from time to time appoint, including one
or more Assistant Secretaries and one or more Assistant
Treasurers. One person may hold the offices and perform the
duties of any two or more of said officers.
SECTION 7.2. Election, Qualification and Term of
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Office. Each officer shall be elected annually by the Board of
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Directors, or from time to time to fill any vacancy, and shall
hold office until a successor shall have been duly elected and
qualified, or until the death, resignation or removal of such
officer in the manner hereinafter provided.
SECTION 7.3. Removal. Any officer may be removed by
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the vote of a majority of the whole Board of Directors at a
special meeting called for the purpose, whenever in the judgment
of the Board of Directors the best interests of the Corporation
will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the officer so
removed. Election or appointment of an officer or agent shall
not of itself create contract rights.
SECTION 7.4. Resignation. Any officer may resign at
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any time by giving written notice to the Board of Directors or to
the President or the Secretary. Any such resignation shall take
effect at the date of receipt of such notice or at any later time
specified therein; and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 7.5. Vacancies. A vacancy in any office
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because of death, resignation, removal, disfiguration or any
other cause shall be filled for the unexpired portion of the term
by the Board of Directors at any regular or special meeting.
SECTION 7.6. The President. The President shall have
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supervision and control over, and responsibility for, all aspects
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of the business, activities and affairs of the Corporation and
its subsidiaries, and as such shall report only to the Board of
Directors of the Corporation, and the powers and authority of the
President shall be superior to those of any other officer or
employee of the Corporation or of any subsidiary thereof.
SECTION 7.7. The Vice Presidents. The Vice President,
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or, if there shall be more than one, the Vice Presidents in the
order determined by the Board of Directors, shall, in the absence
or disability of the President, perform the duties and exercise
the powers of the President, and shall perform such other duties
and have such other powers as the Board of Directors may from
time to time prescribe.
SECTION 7.8. The Secretary. The Secretary shall
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record or cause to be recorded in books provided for the purpose
all the proceedings of the meetings of the Corporation, including
the shareholders, the Board of Directors, the Executive Committee
and all committees of which a secretary shall not have been
appointed; shall see that all notices are duly given in
accordance with the provisions of these by-laws and as required
by law; shall be custodian of the records (other than financial)
and of the seal of the Corporation; and, in general, shall
perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned by the Board
of Directors or the President.
SECTION 7.9. The Assistant Secretaries. At the
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request, or in absence or disability, of the Secretary, the
Assistant Secretary designated by the Secretary or the Board of
Directors shall perform all the duties of the Secretary and, when
so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them by the Board of Directors,
the President or the Secretary.
SECTION 7.10. The Vice President and Treasurer. The
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Vice President and Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the
Corporation, and deposit all such funds to the credit of the
Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of these
by-laws; disburse the funds of the Corporation under the general
control of the Board of Directors, based upon proper vouchers for
such disbursements; receive, and give receipts for, moneys due
and payable to the Corporation from any source whatsoever, render
a statement of the condition of the finances of the Corporation
at all regular meetings of the Board of Directors, and a full
financial report at the annual meeting of the shareholders, if
called upon to do so; and render such further statements to the
Board of Directors and the President as they may respectively
require concerning all transaction; as Vice President and
Treasurer or the financial condition of the Corporation. The
Vice President and Treasurer shall also have charge of the books
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and records of account of the Corporation, which shall be kept at
such office or offices of the Corporation as the Board of
Directors shall from time to time designate; be responsible for
the keeping of correct and adequate records of the assets,
liabilities, business and transactions of the Corporation; at all
reasonable times exhibit the books and records of account to any
of the directors of the Corporation upon application at the
office of the Corporation where such books and records are kept;
be responsible for the preparation and filing of all reports and
returns relating to or based upon the books and records of the
Corporation kept under the direction of the Vice President and
Treasurer; and, in general, perform all the duties incident to
the office of Vice President and Treasurer and such other duties
as from time to time may be assigned by the Board of Directors or
the President.
SECTION 7.11. The Assistant Treasurers. At the
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request, or in the absence or disability, of the Treasurer, the
Assistant Treasurer designated by the Treasurer or the Board of
Directors shall perform all the duties of the Treasurer, and when
so acting, shall have all the powers of the Treasurer. The
Assistant Treasurers shall perform such other duties as from time
to time may be assigned to them by the Board of Directors, the
President or the Treasurer.
SECTION 7.12. General Powers. Each officer shall,
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subject to these by-laws, have, in addition to the duties and
powers herein set forth, such duties and powers as are commonly
incident to the respective office, and such duties and powers as
the Board of Directors shall from time to time designate.
SECTION 7.13. Non-Official Vice Presidents. The
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President shall have the power, without the consent of the Board
of Directors, to confer upon persons employed by the Corporation
the title of "Vice President", supplemented by language
descriptive of such employee's duty or function. Such
appointments shall not be for more than a period of one year at a
time, and persons holding such appointments shall not be
corporate officers, and shall have no power to bind the
Corporation. The President may at any time revoke such
appointment.
SECTION 7.14. Bonding. Any officer, employee, agent
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or factor shall give such bond with such surety or sureties for
the faithful performance of his or her duties as the Board of
Directors may, from time to time, require.
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ARTICLE VIII
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
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Each person who at any time is, or shall have been, a
director or officer of the Corporation, and is threatened to be
made a party, to any threatened, pending or completed action,
claim, litigation, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or
she is, or was, a director, officer, employee or agent of the
Corporation, or is or has served at the request of the
Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any such
action, suit or proceeding to the full extent permitted under
Section 7-1.1-4.1 of the Rhode Island Business Corporation Act,
as from time to time amended. The foregoing right of
indemnification shall in no way be exclusive of any other rights
of indemnification to which such director, officer, employee or
agent may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE IX
EXECUTION OF DOCUMENTS
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SECTION 9.1. Contract, etc.; How Executed. Unless the
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Board of Directors shall otherwise determine, the President, any
Vice President, the Secretary or the Treasurer may enter into any
contract or execute any contract or other instrument, the
execution of which is not otherwise specifically provided for, in
the name and on behalf of the Corporation. The Board of
Directors, except as in these by-laws otherwise provided, may
authorize any other or additional officer or officers, agent or
agents, of the Corporation to enter into any contract or execute
and deliver any contract or other instrument in the name and on
behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless authorized so to do by
these by-laws or by the Board of Directors, no officer, agent or
employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its
credit, or to render it liable pecuniarily for any purpose or to
any amount.
SECTION 9.2. Checks, Drafts, etc. All checks, drafts,
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bills of exchange or other orders for the payment of money,
obligations, notes, or other evidences of indebtedness, bills of
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lading, warehouse receipts and insurance certificates of the
Corporation, shall be signed or endorsed by such officer or
officers, employee or employees, of the Corporation as shall from
time to time be determined by resolution of the Board of
Directors.
ARTICLE X
BOOKS AND RECORDS
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SECTION 10.1. Place. The books and records of the
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Corporation, including the stock record books, shall be kept at
such places within or without the State of Rhode Island, as may
from time to time be determined by the Board of Directors.
SECTION 10.2. Addresses of Shareholders. Each
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shareholder shall designate to the Secretary of the Corporation
an address at which notices of meetings and all other corporate
notices may be served upon or mailed, and if any shareholder
shall fail to designate such address, corporate notices may be
served by mail directed to the shareholder's last known post
office address, or by transmitting a notice thereof to such
address by telegraph, cable, or telephone.
ARTICLE XI
SHARES AND THEIR TRANSFER
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SECTION 11.1. Certificates for Shares. Every owner of
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shares of the Corporation shall be entitled to have a certificate
certifying the number of shares owned by such owner in the
Corporation and designating the class of shares to which such
shares belong, which shall otherwise be in such form, in
conformity to law, as the Board of Directors shall prescribe.
Each such certificate shall be signed by such officer or officers
as the Board of Directors may prescribe, or, if not so
prescribed, by the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation.
SECTION 11.2. Record. A record shall be kept of the
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name of the person, firm or corporation owning the shares of the
Corporation issued, the number of shares represented by each
certificate, and the date thereof, and, in the case of
cancellation, the date of cancellation. The person in whose name
shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.
SECTION 11.3. Transfer of Shares. Transfers of shares
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of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by such holder's
attorney thereunto authorized, and on the surrender of the
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certificate or certificates for such shares properly endorsed or
accompanied by a properly executed stock power.
SECTION 11.4. Closing of Transfer Books; Record Dates.
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Insofar as permitted by law, the Board of Directors, may direct
that the stock transfer books of the Corporation be closed for a
period not exceeding sixty (60) days preceding the date of any
meriting of shareholders or the date for the payment of any
dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares of the Corporation
shall go into effect, or for a period not exceeding fifty (50)
days in connection with obtaining the consent of shareholders for
any purpose; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may, insofar
as permitted by law, fix in advance a date, not exceeding fifty
(50) days preceding the date of any meeting of shareholders, or
the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of shares of the Corporation shall go into effect, or a
date in connection with obtaining such consent, as a record date
for the determination of the shareholders entitled to notice of,
and to vote at, any such meeting or any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of shares of the Corporation, or
to give such consent, and in each such case shareholders and only
such shareholders as shall be shareholders of record on the date
so fixed shall be entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to
exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any shares on the books of the
Corporation after any such record date fixed as aforesaid.
SECTION 11.5. Lost, Destroyed or Mutilated
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Certificates. In case of the alleged loss or destruction or the
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mutilation of a certificate representing shares of the
Corporation, a new certificate may be issued in place thereof, in
the manner and upon such terms as the Board of Directors may
prescribe.
ARTICLE XII
SEAL
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The Board of Directors may provide for a corporate
seal, which shall be in the form of a circle and shall bear the
name of the Corporation and the state and year of incorporation.
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ARTICLE XIII
FISCAL YEAR
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Except as from time to time otherwise provided by the
Board of Directors, the fiscal year of the Corporation shall be
the year or other fiscal period ending on the last day of
December in each year.
ARTICLE XIV
AMENDMENTS
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All by-laws of the Corporation shall be subject to
alteration or repeal, and new by-laws may be adopted either by
the vote of a majority of the outstanding shares of the
Corporation entitled to vote in respect thereof, or by the vote
of the Board of Directors, provided that in each case notice of
the proposed alteration or repeal or of the proposed new by-laws
shall be included in the notice of the meeting at which such
alteration, repeal or adoption is acted upon, and provided
further, that any such action by the Board of Directors may be
changed by the shareholders, except that no such change shall
affect the validity of any actions theretofore taken pursuant to
the by-laws as altered, repealed or adopted by the Board of
Directors.