CTI Group (Holdings) INC.
AMENDED BY-LAWS
ARTICLE I
Offices
Section 1.1. The principal office of the corporation shall be
located at such place as the Board of Directors shall from time to time
determine. The Board of Directors may designate such other offices or places of
business as it may deem necessary to carry out the purposes and operations of
the corporation.
ARTICLE II
Shares of Stock
Section 2.1. Stock Certificates. The Stock of the corporation
shall be represented by certificates in such form as approved by the Board of
Directors. Each certificate shall be signed by the Chairman of the Board, the
President or any Vice-President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary, and sealed with the corporate
seal, which may be a facsimile. Any or all the foregoing signatures may be a
facsimile, provided that each certificate is signed manually by an individual
authorized to sign on behalf of either a Transfer Agent or a Registrar appointed
under Section 2.3 hereof. The Board of Directors may establish other
requirements with respect to the form and issuance of certificates that it deems
necessary or advisable. In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, the certificate may be issued by the corporation with the
same effect as if the person were such officer, transfer agent, or registrar at
the date of issue.
Section 2.2. Transfer of Stock. Shares of the capital stock of
the corporation shall be transferable only on the books of the corporation by
the person in whose name such stock is registered, or by his or her duly
authorized attorney or representative. The Board of Directors may also make such
additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of stock certificates of the corporation.
Section 2.3. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents or transfer clerks, and one or
more registrars. Such transfer agents, transfer clerks and registrars shall be
appointed at such times and places as the requirements of the corporation may
necessitate and the Board of Directors may designate. If a transfer agent is
appointed, no certificate of the corporation shall be valid unless countersigned
by the transfer agent.
Section 2.4. Lost, Destroyed and Mutilated Certificates. In
case of loss or destruction of a certificate the holder thereof may obtain a new
certificate from the corporation or a transfer agent upon satisfactory proof of
such loss or destruction and after deposit of a bond in such form and amount and
with such surety or sureties as the Board of Directors may determine. Such
determination may be made by standing resolution of the Board of Directors. In
case of mutilation of a stock certificate the holder thereof may obtain a new
certificate from the corporation or a transfer agent upon surrender of the
mutilated certificate.
ARTICLE III
Meetings of Stockholders
Section 3.1. Annual Meeting of Stockholders. The annual
meeting of the stockholders of the corporation for the election of directors,
the consideration of reports to be laid before such meeting, and the transaction
of such other business shall be held on such day not more than [six (6)] months
from the end of the Company's fiscal year at such time and place, either within
or without the State of Delaware, as may be fixed by the Board of Directors and
specified in the notice of meeting. If the Board of Directors does not so fix
the time, place and date of the meeting within three (3) months from the end of
the Company's fiscal year, the annual meeting of stockholders shall be held on
the 15th of July, if not a legal holiday (and if a legal holiday, then on the
next succeeding business day) at such time and place, either within or without
the State of Delaware, as may be fixed by the Chairman of the Board or by the
President and specified in the notice of such meeting.
Section 3.2. Special Meetings of Stockholders. Special
meetings of the stockholders may be called at any time by the Chairman of the
Board or the President or a majority of the Board of Directors, or by
stockholders representing 10% of the outstanding shares of the corporation
having voting powers.
Section 3.3. Notice of Meeting of Stockholders. Notice of the
time and place of the annual or any special meeting of the stockholders shall be
given to each stockholder of record entitled to notice of such meeting not less
than ten (10) nor more than sixty (60) days prior to the date of such meeting,
unless a greater period of notice is by law required in a particular case. In
the case of special meetings of the stockholders, the notice shall specify the
object thereof, and no business shall be transacted other than that mentioned in
the call, except with the consent of all stockholders of the corporation
entitled to vote at such meeting. If mailed, notice is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at that
person's address as it appears on the records of the corporation or as supplied
by that person to the corporation. Notice of an adjourned meeting need not be
given if the time and place of the adjourned meeting and the business to be
transacted are announced at the meeting at which such adjournment is taken, the
adjournment is not for more than thirty (30) days and the Board of Directors
does not declare a new record date.
Section 3.4. Proxies. Every stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
or her by proxy. Every proxy shall be executed in writing by either the
stockholder or his or her duly authorized attorney-in-fact and shall be filed
with the Secretary of the corporation. A proxy, unless coupled with an interest,
shall be revocable at will, notwithstanding any provisions therein to the
contrary, but no revocation of a proxy shall be effective until written notice
thereof has been given to the Secretary of the corporation. No unrevoked proxy
shall be valid more than one (1) year after the date of its execution. A proxy
shall not be revoked by the death or incapacity of the maker unless before the
vote is counted or the authority is exercised, written notice of such death or
incapacity is given to the Secretary of the corporation.
Section 3.5. Voting Lists. The officer or agent having charge
of the transfer books for stock of the corporation, at least ten (10) days
before each meeting of stockholders, shall make a complete list of the
stockholders who are entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares held
of record by each, which list shall be kept on file at the registered office of
the corporation and shall be open to the examination of any stockholder for any
purpose germane to the meeting, during usual business hours for a period of at
least ten (10) days prior to the meeting. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting. The original
stock ledger or transfer book or a duplicate thereof shall be the only evidence
as to the identity of the stockholders entitled to examine such list or stock
ledger or transfer books or to vote, in person or by proxy at any meeting of the
stockholders.
Section 3.6. Quorum. The representation of a majority of the
outstanding shares of the corporation having voting power, in person or by
proxy, shall constitute a quorum for the transaction of business.
Section 3.7. Judges of Election. In advance of any meeting of
stockholders, the Board of Directors may appoint one or more Judges of Election,
who need not be stockholders, to act at such meeting or any adjournment thereof.
If Judges of Election are not appointed prior to the meeting or if they fail' to
appear or refuse to act, the presiding officer of such meeting may, and on the
request of any stockholder or his or her proxy shall, appoint Judges of Election
at any meeting. The Judges shall be responsible to determine the number of stock
of record, the number of stock represented at the meeting, the existence of a
quorum and the results of the voting. The Judges of Election shall also
determine all questions relating to voting. On request of the presiding officer
of the meeting, or of any stockholder of his or her proxy, the Judges of
Election shall make a report in writing of any challenge or question or matter
determined by them, and execute a certificate of any fact found by them. No
person who is a candidate for office shall act as a judge.
Section 3.8. Record Date. Unless otherwise required by law,
the Board of Directors may fix a time, not less than ten (10) nor more than
sixty (60) days before the date of any meeting of the stockholders, or the date
fixed for the payment of any dividend or other distribution or allotment of
rights, or the date when any change or conversion or exchange of stock will be
made or will go into effect, as a record date for the determination of the
stockholders entitled to notice of, or to vote at, any such meeting, or entitled
to receive payment of any such dividend, distribution or allotment of rights or
to exercise the rights with respect to any such change, conversion, or exchange
of stock. In any such case, only stockholders of record on the date fixed shall
be entitled to notice of, or to vote at, such meeting or to receive payment of
such dividend or distribution or allotment of rights, or to exercise any such
rights in respect to any such change, conversion or exchange of stock, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after the date so fixed. The Board of Directors shall. not close the
books of the corporation against transfers of stock during the whole or any part
of such period. If no record date is fixed by the Board of Directors for the
determination of stockholders entitled to receive notice of or vote at a
stockholders' meeting, the record date shall be the business day next preceding
the day on which notice of such meeting is given or, if notice is waived, on the
twelfth day prior to the date of the meeting.
ARTICLE IV
Dividends
Section 4.1. Declaration of Dividends. Dividends upon the
stock of the corporation, subject to the provisions of' the Delaware Corporation
Law, as amended, and the Certificate of Incorporation of the corporation and
subject to resolutions of the Board of Directors with respect to the
designation, preference and rights of holders of preferred stock, if any, may be
declared by the Board of Directors at any regular or special meeting, or by
unanimous action pursuant to law. Dividends may be paid in cash, in property, or
in shares of the corporation's capital stock. The Board of Directors may set
apart out of any of the funds available for dividends a reserve or reserves for
any proper purpose and may modify or abolish any such reserve.
ARTICLE V
Directors
Section 5.1. Number of Directors. The Board of Directors shall
consist of that number of directors determined by standing resolution of the
Board of Directors, but shall not be less than three. The directors shall not be
required to be, stockholders of the corporation. A majority of the Board shall
constitute a quorum thereof.
Section 5.2. Term of Office.
The Board of Directors shall be divided into three classes
with each class serving three-year terms. As a result of an Amendment to the
Certificate of Incorporation filed in 2000, the Board was re-classified and each
director placed in one of three classes. The directors in Class I shall hold
office for a term expiring at the next annual meeting (to be held in 2001), the
directors in Class II shall hold office for a term expiring at the second
succeeding annual meeting, and the directors in Class III shall hold office for
a term expiring at the third succeeding annual meeting.
At each annual shareholders meeting con-commencing at the
annual meeting to be held in 2001, the number of directors equal to the number
of directors in the class whose term expires at the time of such meeting shall
be elected to hold office until the third succeeding annual meeting of
shareholders following such meeting. Each director so elected shall hold office
until his term expires and his successor is elected and qualified, or until his
earlier resignation or removal.
Section 5.3. Compensation. By resolution of the Board of
Directors, each director may be paid the expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 5.4. Resignations. Any director of the corporation may
resign at any time by giving written notice to the President or the Secretary of
the corporation. Such resignation shall take effect at the date of the receipt
of such notice at the principal offices of the corporation or at any later time
specified therein. Unless such resignation so specifies, acceptance of such
resignation shall not be necessary to make it effective.
Section 5.5. Vacancies. Except as otherwise provided in the
Certificate of Incorporation, vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall be filled
by the vote of a majority of the remaining members of the Board though less than
a quorum; provided, that whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series thereof then in office or by the sole
remaining director so elected, and each person so elected shall be a director
until his or her successor is elected by the stockholders, or until his or her
earlier resignation or removal.
Section 5.6. Removal. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the stock then entitled to vote at an election of directors, at any annual or
special meeting of the stockholders of the corporation.
Section 5.7. Chairman of the Board. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors, and shall have
the power to perform all administrative acts on behalf of the directors, except
to the extent that the Certificate of Incorporation or the General Corporation
Law of the State of Delaware, as amended, otherwise' provides. The Chairman may
appoint members of the Board to serve on committees created by resolution of the
Board unless such resolution otherwise provides.
Section 5.8. Committees. Section 1. (a) The Board of Directors
may, by resolution adopted by a majority of the votes entitled to be cast by the
entire board, alter or eliminate the committees of the board described in
Section 2 below or designate one or more other committees, each committee to
consist of one or more directors. Any such committee, to the extent provided in
such resolution or these bylaws, shall have and exercise all of the authority of
the Board of Directors in the management of the corporation, except as otherwise
required by law. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. The Board of Directors may, by resolution adopted by a majority of
the votes entitled to be cast by the entire board, fill any vacancy in any such
committee, appoint one or more directors to serve as alternate members of any
such committee, to act in the absence or disability of members of any such
committee, with all the powers of such absent or disabled members, abolish any
such committee at its pleasure, and remove any director from membership on such
committee at any time, with or without cause.
(b) Each committee of the Board of Directors formed pursuant
to this section shall keep regular minutes of its meetings and actions taken at
a meeting of any such committee shall be reported to the board at its next
meeting following such committee meeting; except that, when the meeting of the
board is held within two days after the committee meeting, such report shall, if
not made at the first meeting, be made to the board at its second meeting
following such committee meeting unless otherwise required by law to be earlier
reported.
Section 2. The present standing committees of the board are as
follows:
Executive Committee. An Executive Committee shall be
composed of one Class I, one Class II and one Class III director. All decisions
of the corporation with respect to Centillion Data Systems, LLC shall be made by
the Executive Committee. The Executive Committee shall have such other duties
and powers as are established by resolution of the Board of Directors.
Audit Committee. The Audit Committee shall be
composed of two members of the board as may from time to time be chosen by the
Board of Directors, none of whom shall be an employee of the corporation. The
Audit Committee shall have the authority and responsibility to (a) hire one or
more firms of independent public accountants to audit the corporation's books,
records and financial statements and to review the corporation's systems of
accounting (including its system of internal controls); (b) discuss with such
independent public accountants the results of such audit and review; (c)
periodically conduct independent reviews of the corporation's systems of
accounting (including its system of internal control); and (d) periodically make
reports to the board with respect to its findings.
Nominating Committee. The Nominating Committee shall
be composed of three members of the board as may from time to time be chosen by
the Board of Directors. The Nominating Committee shall (a) make recommendations
to the board with respect to management nominees to the board, (b) review such
shareholder nominees to the board as may be submitted to the corporation, and
(c) periodically report to the board with respect to its findings.
Section 5.9. Interested Directors. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof which authorizes
the contract or transaction, or solely because his or her or their votes are
counted for such purpose; if:
(1) The material facts as to such person's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) The material facts as to such person's
relationship-or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or
(3) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
ARTICLE VI
Directors' Meetings
Section 6.1. Place of Meetings. Meetings of the Board of
Directors may be held at such place, within the State of Delaware or elsewhere,
as a majority of the directors may from time to time appoint, or as may be
designated in the notice calling the meeting. If no such designation is made,
the meetings of the Board of Directors shall be held at the principal office of
the corporation.
Section 6.2. Annual Meeting. Immediately after each annual
meeting of stockholders, the Board of Directors shall meet for the purposes of
organization, election of officers, and the transaction of other business, at
the place where such election of directors was held. Notice of such meeting need
not be given. such annual 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.
Section 6.3. Regular Meetings. Regular meetings of the Board
of Directors, if any, shall be held at such time and place designated from time
to time by standing resolution of the Board of Directors [but not less
frequently than quarter annually.] If the date fixed for any such regular
meeting be a' legal holiday under the laws of the state where such meeting is to
be held, then the meeting shall be held on the next succeeding business day
under the laws of said state that is not a Saturday, or at such other time as
may be determined by resolution of the Board of Directors. At such meetings, the
directors shall transact such business properly brought before the meeting.
Notice of regular meetings need not be given.
Section 6.4. Special Meetings - Notice. Special meetings of
the Board of Directors may be called by the Chairman of the Board, the
President, or by two (2) or more of the directors, and shall be held at such
time and place and in such manner as shall be designated in the call for the
meeting. Unless notice is waived by all of the members of the Board of
Directors, notice of any special meeting shall be sent to each director by mail
or by telegraph or by cable at least eight hours prior to the time of such
meeting, or in the case of a meeting held by means of a conference telephone or
similar communications equipment, at least two (2) hours notice by telephone or
similar communications equipment prior to the time of such meeting, and such
notice shall state the time, place and objects of such special meeting.
Section 6.5. Participation in Meetings. One or more directors
may participate in a meeting of the Board of Directors (or a committee thereof)
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear one another.
Section 6.6. Notice of Adjourned Meetings. When a meeting is
adjourned it shall not be necessary to give any notice of the adjourned meeting,
or of the business to be transacted at an adjourned meeting other than by
announcement at the meeting at which such adjournment is taken.
ARTICLE VII
Officers and Agents
Section 7.1. Officers to be Elected by the Board. At the first
meeting of the Board of Directors after the election of directors in each year,
the Board shall elect a President, such number of Vice Presidents as the Board
of Directors shall determine, a Secretary and such other officers and agents as
the Board may deem necessary and as the business of the corporation may require.
The Board may designate the Chairman of the Board of Directors as an officer of
the corporation.
Section 7.2. Term. All officers of the corporation shall serve
for one (1) year and until their successors shall have been duly elected and
shall have qualified; provided, however, that any officer may be removed at any
time, either with or without cause, by action of the Board of Directors. if the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors Section 7.3. Duties and
Qualifications. The President shall be elected from the membership of the Board
of Directors, but other officers need not be members of the Board of Directors.
In addition to the authority and duties herein described, the officers shall
have such authority and perform such duties as may be determined by resolution
of the Board of Directors. In addition to the authority and duties herein
described, the officers of the corporation shall have such authority and shall
perform such duties as may be specified from time to time by the Board of
Directors.
Section 7.4. President. The President shall be the chief
executive officer of the corporation and shall have general and active
management of the business of the corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President is
empowered to call and to preside at the annual and special meetings of
stockholders.
Section 7.5. Vice President. The Vice President shall
discharge the duties of the President in the event of the' absence or
disability, for whatever reasons, of the latter.
Section 7.6. Secretary. The Secretary shall record all the
proceedings of the stockholders and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
of the Board when required. The Secretary shall give, or cause to be given,
notice to all meetings of stockholders and directors, as may be required, and
shall perform such other duties as may be prescribed by the President. The
Secretary shall have custody of the seal of the corporation and shall have
authority to affix the seal to any instrument requiring it and when so affixed,
it may be attested by his or her signature.
Section 7.7. Treasurer. The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the corporation as may be
ordered, and shall render to the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, such accounts and
reports on the financial condition of the corporation as may be' required by the
President or the Board of Directors.
Section 7.8. Compensation. The compensation of officers and
employees of the corporation, or the method of fixing such compensation, shall
be determined by or pursuant to authority conferred by the Board of Directors or
any committee of the Board of Directors. Such compensation may include pension,
disability and death benefits, and may be by fixed salary, or on the basis of
earnings of the corporation, or any combination thereof, or otherwise, as may be
determined or authorized from time to time by the Board of Directors or any
committee of the Board of Directors.
ARTICLE VIII
Indemnification of Directors and Officers
Section 8.1. Indemnification. The corporation shall indemnify
all persons whom it may indemnify pursuant to the Delaware General Corporation
Law as amended from time to time, to the fullest extent, at such time and in
such manner as is requested by any such person and permitted thereunder if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful; provided, that any undertaking with respect to repayment
to the corporation of indemnification amounts which is required to be given by
or on behalf of any director or officer, shall also be required to be given by
any employee or agent. In the case of an action or suit by or in the right of
the corporation to secure a judgment in its favor, no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contenders or its equivalent, shall not, of itself, create a presumption that
the person did not act in_ good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
To the extent that any person indemnified hereunder has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this Section, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
herewith.
Indemnification (unless ordered by a court) shall otherwise be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or employee is
proper in the circumstances because such person has met the applicable standard
of conduct hereinbefore set forth. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer or employee to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
incurred by other employees may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.
The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this section.
For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of the constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Section.
Section 8.2. Non-Exclusivity of Rights. The rights to
indemnification and advancement of expenses provided by or granted pursuant to
Section 8.1 hereof shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, shall continue after the person
ceases to serve as a director, officer or employee of the corporation and shall
extend-'land apply to the estate of such person.
ARTICLE IX
Notices
Section 9.1. Definition. Whenever written notice is required to
be given to any person, it may be given to such person, either personally or by
sending a copy thereof through the mail, or by telegram, charges prepaid, to
such person's address appearing on the books of the corporation, or supplied by
such person to the corporation for the purpose of notice. If the notice is sent
by mail or by telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with a telegraph
office for transmission to such person. Such notice shall specify the place, day
and hour of the meeting and, in the case of a special meeting, the general
nature of the business to be transacted. Any required notice may be waived by
the written consent of the person entitled to such notice.
Section 9.2. Waiver of Attendance. Attendance of a person,
either in person or by proxy, at any meeting shall constitute a waiver of notice
of such meeting, except where a person attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting was not
lawfully called or convened.
ARTICLE X
Fiscal Year
Section 10.1. The fiscal year of the corporation shall run
from April lst to March 31st.
ARTICLE XI
Amendments
Section 11.1. These By-Laws may be amended or repealed at any
regular or special meeting of the Board of Directors by the Majority vote of the
Board of Directors, or at any regular or special meeting of the stockholders (or
by written consent as provided in Section 228 of the Delaware Corporation Law,
as amended), by the majority vote of the total outstanding shares of the
corporation, as provided by law. These By-Laws may be amended without a meeting
of the Board of Directors by a resolution adopted and signed by all members of
the Board of Directors.