Exhibit 3.11
BY-LAWS
OF
ORLEANS HOMEBUILDERS, INC.
ARTICLE I. Offices.
1.1 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located in the City of Wilmington, County of
New Castle, and the Agent in charge thereof shall be The Corporation Trust
Company. The Corporation may also have offices at such other places within or
without of the State of Delaware as the Board of Directors may from time to
time appoint or as the business of the Corporation may require.
1.2 Principal Offices. The registered office of the Corporation in
the State of Delaware need not be identical with the principal office, and may
be changed from time to time as the Board of Directors may determine.
ARTICLE II. Stockholders.
2.1 Annual Meeting. The annual meeting of the stockholders shall be
held on the third Friday of October in each year, at such hour and place as
may be designated by the Chairman of the Board. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the
next succeeding business day. If the annual meeting has not been held during a
calendar year, it may be called by the following procedure set forth in
Section 2.2 hereof.
At the annual meeting, the stockholders shall elect Directors for the
ensuing year and may transact such other business as may properly come before
the meeting.
2.2 Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman of the Board or the President, or by
resolution of the Board of Directors. Upon written request of any person or
persons who have duly called a special meeting, the Secretary shall fix the
date of the meeting to be held not more than ninety (90) days after receipt of
the request and give due notice thereof to the stockholders entitled to vote
thereat. If the Secretary shall neglect or refuse to fix such date or give
such notice, the person or persons calling the meeting may do so.
2.3 Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Delaware, as the place of meeting for
any annual or special meeting of the stockholders. If no designation is made
by the Board of Directors, the place of meeting shall be at the principal
office of the Corporation in the State of Delaware.
2.4 Notice of Meeting. Written notice shall, unless otherwise
provided by statute, be given to stockholders entitled to vote at the meeting
who are stockholders as of the record date as provided in Section 2.6 hereof,
not less than ten (10) nor more than fifty (50) days before the date of the
meeting to the address of the stockholder appearing on the books of the
Corporation, or supplied by the stockholder to the Corporation for the purpose
of notice. Such notice shall state the place, date and hour of the meeting.
When required by these By-Laws or by statute such notice shall also state the
general nature of the business to be transacted.
2.5 Sufficiency of Notice. Any notice required hereunder shall be
deemed to have been given to the person entitled thereto (a) if sent by mail,
when deposited in the United States mail, post prepaid, or (b) when lodged
with a telegraph office for transmission with charges prepaid, or (c) when
delivered personally.
Whenever notice is required to be given, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether signed before
or after the time stated, shall be deemed equivalent to the giving of such
notice. Attendance of a person at any meeting, either in person or by proxy,
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express and stated purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
2.6 Record Date. The Board of Directors may fix in advance a date as
the record date for the determination of stockholders entitled to notice of,
or to vote at, any meeting of stockholders or stockholders entitled to receive
payment of any dividend or distribution, or in order to make a determination
of stockholders for any other proper purpose, such date in any case to be not
more than sixty (60) days and, in case of a meeting of stockholders, not less
than ten (10) days, prior to the date for which such determination of
stockholders is necessary or proper. If no record date is fixed for the
determination of stockholders entitled to receive notice of, or to vote at, a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend or such other entitlement, the date next preceding the date on which
notice of the meeting is mailed, or the date next preceding the date on which
the resolution of the Board of Directors declaring such dividend or other
entitlement is adopted, as the case may be, shall be the record date for such
determination of stockholders.
2.7 Voting List. The officer or agent having charge of the transfer
book for shares of the Corporation shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, with the address and the
number of shares held by each. The list shall be kept on file at the principal
office of the Corporation and shall be subject to inspection by any
stockholder at any time during usual business hours, and 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.
2.8 Quorum. Except as otherwise required by law, the presence of
stockholders, in person or by proxy, entitled to cast at least a majority of
the votes which all Common stockholders (plus such other stockholders who may
from time to time be entitled to vote with the holders of Common Shares) are
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entitled to cast shall constitute a quorum. With respect to the consideration
of any particular matter as to which the stockholders of any class or series
shall be entitled to cast a vote separate from the vote of the Common
stockholders, the presence of stockholders, in person or by proxy, entitled to
cast at least a majority of the votes which all such class or series of
stockholders are entitled to cast on such particular matter shall constitute a
quorum of such class or series of stockholders for the purpose of considering
such matters. The stockholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
If a meeting cannot be organized because a quorum has not attended,
those present may adjourn the meeting to such time and place as they may
determine. A meeting at which Directors are to be elected, however, shall be
adjourned only from day to day, or for such longer periods not exceeding
fifteen (15) days each, until such Directors have been elected. Except as
otherwise provided by law, whenever a meeting called for any purpose has been
adjourned for lack of a quorum, the presence of stockholders, in person or by
proxy, entitled to cast at least one-third of the votes which each such class
or series of stockholders is entitled to vote at the reconvened meeting,
although less than a quorum as fixed in these By-Laws or in the Certificate of
Incorporation or by statute, shall nevertheless constitute a quorum.
2.9 Acts of Stockholders. Unless a greater or different vote shall be
required as to a particular matter by the Certificate of Incorporation or by
these By-Laws or by applicable statute, an act authorized by the vote of a
majority of those Common Shares (plus such other shares which may from time to
time be entitled to vote with the Common Shares) present in person or by proxy
at a duly organized meeting shall be the act of the stockholders.
2.10 Adjournment. Adjournment or adjournments at any annual or
special meeting may be taken as may be directed by a majority of votes cast by
the stockholders present in person or by proxy entitled to cast the votes
which the Common stockholders (plus such other stockholders who shall at the
time be entitled to vote with the holders of the Common Shares on the matters
to be considered at the meeting), may cast, but any meeting at which Directors
are to be elected shall be adjourned only from day to day, or for such longer
periods not exceeding fifteen (15) days each, until such Directors have been
elected. When a meeting is adjourned, it shall not be necessary to give any
notice of the adjourned meeting other than an announcement at the meeting at
which such adjournment is taken; provided, however, that if the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
2.11 Proxies. At all meetings of stockholders, a stockholder entitled
to vote on a particular matter may vote in person or may authorize another
person or persons to act for him by proxy. Every proxy shall be executed in
writing by the stockholder, or by his duly authorized attorney in fact. Such
proxies shall be filed with the Secretary of the Corporation before or at the
time of the meeting. A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of the proxy shall not be effective
until notice thereof has been given to the Secretary of the Corporation. The
Secretary may treat any proxy delivered to him as valid, unless before the
vote is counted or the authority is exercised, written notice of any
invalidity, together with such supporting information as shall enable a
judgment to be rendered, is given to the Secretary.
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2.12 Voting Rights. Unless otherwise provided in the Certificate of
Incorporation or in a duly filed statement establishing the rights of classes
or series, only the holders of Common Stock shall be entitled to vote at a
meeting of the stockholders and every stockholder having the right to vote
shall be entitled to one vote for every share of Common Stock standing in his
name on the books of the Corporation.
2.13 Nomination of Directors. Nominations for election to the office
of Director at an annual or special meeting of stockholders shall be made by
the Board of Directors, or by the Executive Committee, and may be made by
petition in writing delivered to the Secretary of the Corporation not fewer
than thirty-five (35) days prior to such stockholders' meeting, signed by the
holders of at least one percent (1%) of the stockholders' shares entitled to
be voted in the election of Directors. Unless nominations shall have been made
as aforesaid, they shall not be considered at such stockholders' meeting
unless the number of persons nominated as aforesaid, or nominated and still
able or willing to be nominees, shall be fewer than the number of persons to
be elected to the office of Director at such meeting, or unless persons duly
nominated shall have failed of election at such meeting and the persons
elected as Directors shall be fewer than the number of persons to be elected
to the office of Director at such meeting, in which events nominations may be
made at the stockholders' meeting by any person entitled to vote in the
election of Directors.
2.14 Election by Ballot. The election of Directors shall be by ballot
upon demand, before the voting begins, by a stockholder entitled to vote at
such election. Unless so demanded voting need not be by ballot.
2.15 Judges of Election. In advance of any meeting of stockholders,
the Board of Directors may appoint Judges of Election, who need not be
stockholders, to act at such meeting or any adjournment thereof. The number of
Judges shall be one or three. The Judges of Election shall apprise themselves
of the number of shares outstanding and the voting power of each; tabulate the
shares represented at the meeting; the existence of a quorum; determine the
authenticity, validity and effect of proxies; hear and determine all
challenges and questions arising in connection with the right to vote;
receive, count and tabulate all votes or ballots, and determine the result;
and do such other acts as may be necessary and proper to conduct the election
or vote with fairness to all stockholders. On request of the Chairman of the
Meeting, or of any stockholder or his proxy, the Judges 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. If there be three Judges of Election,
the decision, act or certificate of a majority shall be effective in all
respects as the decision and/or certificate of all. Any report or certificate
made by the Judges of Election shall be prima facie evidence of the facts
stated therein.
ARTICLE III. Board of Directors.
3.1 Number, Tenure and Qualifications. The business and affairs of
the Corporation shall be managed by its Board of Directors (sometimes referred
to herein as the "Board"). The number of Directors which shall constitute the
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whole Board shall be such as from time to time is fixed by the Board of
Directors, but in no case shall there be more than fifteen (15) or less than
five (5) Directors. The Directors shall be natural persons of full age and
need not be stockholders in the Corporation.
3.2 Powers and Authorization. In addition to the powers and authority
expressly conferred by these By-Laws, the Board of Directors may exercise all
of the powers of the Corporation and do all lawful acts not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to
be exercised or done only by the stockholders. The Board shall have the power
to delegate any of the powers exercised or exercisable by the Board to any
standing or special committee, or to any officer or agent, or to appoint any
person to be the agent of the Corporation, with such powers, including the
power to subdelegate, and upon such terms as the Board shall deem appropriate.
3.3 Meetings. Meetings of the Board of Directors shall be held at
such times and places either within or without the State of Delaware, as may
be fixed by Resolution of the Board, or by the President, or upon written
demand of any three Directors.
3.4 Notice. Notice of a meeting of Directors or of any Committee of
the Board of Directors shall be delivered at least one day prior to such
meeting by oral, telegraphic or written notice. If mailed, such notice shall
be deemed to be delivered on the day following the day deposited in the United
States mail, addressed to the Director at his business address, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered on the day the telegram is delivered prepaid to the telegraph
company, addressed to the Director at his business office. Notice of a meeting
need only state the place, day and hour of the said meeting.
A Director may waive notice of any meeting in a writing signed either
before or after the time stated. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting was not lawfully called or convened.
3.5 Quorum. A majority of the Directors then in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such quorum is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Directors shall be deemed present at a meeting of the Board of
Directors if by means of conference telephone or similar communications
equipment all persons participating in the meeting can hear each other.
The act of the majority of Directors voting at a meeting at which a
quorum is present shall be the act of the Board of Directors.
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3.6 Unanimous Consent. Any action which may be taken at a meeting of
the Directors, or by action of the members of the Executive Committee or by
the members of any other committee appointed by the Board, may be taken
without a meeting, if a consent or consents in writing setting forth the
action so taken shall be signed by all of the Directors or the members of the
committee, as the case may be, and filed with the Secretary of the
Corporation.
3.7 Compensation. Directors as such need not receive any compensation
for their services. By Resolution of the Board, a stated salary may be fixed
for the Directors, or a fixed sum for, and expenses of, attendance may be
allowed for attendance at each annual, regular or special meeting of the
Board. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation as a member of a committee or an officer or in
any other capacity and receiving compensation therefor.
3.8 Committee of the Board. The Board may, by resolution adopted by a
majority of the whole Board, delegate two or more of its number to constitute
(a) an Executive Committee which, unless otherwise provided in such
resolution, shall have and exercise the authority of the Board of Directors in
the management of the business and affairs of the Corporation, and (b) any
other committee or committees which shall have such powers of the Board as
authorized by such resolution.
Members of any such committee or committees shall hold office for
such period as may be prescribed by the vote of a majority of the whole Board
of Directors, subject, however, to removal at any time by the vote of a
majority of the whole Board of Directors. Vacancies in membership of any such
committee or committees shall be filled by a majority vote of the whole Board
of Directors. Each such committee may adopt its own rules of procedure and may
meet at stated times or on such notice as such committee may determine. Except
as otherwise permitted by Section 3.6 of these By-Laws, each such committee
shall keep regular minutes of its proceedings and report the same to the Board
when required.
The presence in person or as hereafter provided of one-half (1/2) of
the members of the Executive Committee or any other committee shall constitute
a quorum for the transaction of business at any meeting of such committee, and
the act of a majority of those members of such committee voting at a meeting
at which a quorum is present shall be the act of the committee. Members of the
Executive Committee or any other committee shall be deemed as being present at
a meeting of such committee if by means of conference telephone or similar
communications equipment all persons participating in the meeting can hear
each other.
3.9 Removal of Directors. Any individual Director may be removed from
office without assigning any cause by the vote of stockholders entitled to
cast at least a majority of votes which all stockholders would be entitled to
cast at any annual election of Directors.
The entire Board of Directors may be removed from office without
assigning any cause by the vote of stockholders entitled to cast at least a
majority of the votes which all stockholders would be entitled to cast at any
annual election of Directors.
The Board of Directors may declare vacant the office of a Director if
he be declared of unsound mind by an order of court, or convicted of a felony
or other crime, or for any other proper cause.
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3.10 Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, shall be
filled by a majority vote of the remaining members of the Board though less
than a quorum. A Director elected to fill a vacancy shall be a Director until
a successor is elected by the stockholders, who shall make such election at
the next annual meeting of the stockholders or any special meeting duly called
for that purpose and held prior thereto.
ARTICLE IV. Officers.
4.1 Executive Officers. The Executive Officers of the Corporation
shall be chosen by the Directors and shall be a Chairman of the Board, Vice
Chairman of the Board, President, Secretary and Treasurer. The Board of
Directors may also choose an Executive Vice President, one or more Vice
Presidents and such officers and agents as shall be necessary, who shall hold
their offices for such terms and shall have such authority and shall perform
such duties as from time to time shall be prescribed by the Board.
4.2 Qualifications. Any number of offices may be held by the same
person. The President and Secretary shall be natural persons of full age. The
Treasurer, if a natural person, shall be of full age. It shall not be
necessary for the officers to be Directors.
4.3 Salaries. The salaries of the President, the Chairman of the
Board, the Vice Chairman of the Board, the Executive Vice President, any Vice
President, the Secretary and the Treasurer of the Corporation shall be fixed
by the Board of Directors.
4.4 Term of Office; Removal. The officers of the Corporation shall
hold office for one year and until their successors are elected and qualified.
Notwithstanding the foregoing, every officer and agent may be removed
at any time by the Board of Directors, without assigning any cause therefor.
4.5 Duties of the Chairman of the Board. The Chairman of the Board
shall be the Chief Executive Officer of the Corporation. He shall have such
powers and duties as may be assigned to him from time to time by resolution of
the Board of Directors. The Board of Directors may, by resolution, grant the
Chairman of the Board such powers and privileges as may be expressly assigned
by other provisions of these By-Laws to the President, in which event the
Chairman of the Board shall be entitled, if he so chooses, to exercise such
concurrent powers and privileges.
4.5A. Duties of the Vice Chairman. The Vice Chairman of the Board
shall have all of the powers and duties which are granted herein to the
Chairman of the Board in the event that the Chairman of the Board is absent or
in the event the office of Chairman of the Board becomes vacant for any reason
until such time as the Chairman of the Board is able to exercise his powers
and to perform his duties or until such vacancy is filled. In addition, he
shall have such powers and shall perform such duties as may be assigned to him
by the Chairman of the Board or the Board of Directors.
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4.6 Duties of the President. The President shall be the Chief
Operating Officer of the Corporation and shall have such powers and duties as
may be assigned to him from time to time by resolution of the Board of
Directors or by the Chairman of the Board.
4.7 Duties of the Executive Vice President. The Executive Vice
President shall have all of the powers and duties which are granted herein to
the President in the event that the President is absent or in the event the
presidency becomes vacant for any reason until such time as the President is
able to exercise his powers and to perform his duties or until such vacancy is
filled. In addition, he shall have such powers and shall perform such duties
as may be assigned to him by the President or the Board of Directors.
4.8 Duties of the Vice President. Each Vice President shall have such
powers and shall perform such duties as may be assigned to him by the
President or Board of Directors.
4.9 Duties of Secretary. The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk thereof, and
record all the votes of the Corporation and the minutes of all its
transactions in a book to be kept for that purpose; and shall perform like
duties for all committees of the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and the
Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, and under whose supervision he shall
be. He shall keep in safe custody the corporate seal of the Corporation, and
when authorized by the Board or President affix the same to any instrument
requiring it.
4.10 Duties of the Treasurer. The Treasurer shall have the custody of
all funds, securities, evidences of indebtedness and other valuable documents
of the Corporation; he shall receive and give or cause to be given receipts
and acquitances for money paid in on account of the Corporation and shall pay
out of the funds on hand all just debts of the Corporation of whatever nature
upon maturity of the same; he shall enter or cause to be entered in the books
of the Corporation to be kept for that purpose full and accurate accounts of
all monies received and paid out on account of the Corporation and, whenever
required by the President or the Board, he shall render to the President and
Board, at the regular meetings of the Board, or whenever they may require it,
a statement of his cash accounts and an account of all his transactions as
Treasurer and of the financial condition of the Corporation; he shall keep or
cause to be kept such other books as will show a true record of expenses,
losses, gains, assets and liabilities of the Corporation; he shall, unless
otherwise determined by the Board, have charge of the original stock books,
transfer books and stock ledgers and act as transfer agent in respect to the
stock securities of the Corporation; and he shall perform all the other duties
incident to the office of Treasurer of a corporation. He shall give the
Corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board shall prescribe.
4.11 Vacancies. If the office of any officer or agent, one or more,
becomes vacant for any reason, the Board of Directors may choose a successor
or successors, who shall hold office at the pleasure of the Board.
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ARTICLE V. Indemnification.
5.1 The Corporation shall indemnify any person 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 (other than an action by or in the right of the Corporation) by
reason of the fact that he 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 of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he 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 conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere 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 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
conduct was unlawful.
5.2 The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he 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 of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that 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 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 shall deem proper.
5.3 For purposes of indemnification eligibility under Sections 5.1
and 5.2 hereof, and without limiting the foregoing, service as a director,
officer, employee, committee member, or agent, in a corporation, partnership,
joint venture, trust or other enterprise, 50% or more of the voting stock or
equitable interest of which shall be owned by this Corporation, shall be
deemed to be service at the request of the Corporation, unless the Board of
Directors shall otherwise determine.
5.4 To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 5.1 and 5.2 hereof, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
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5.5 Any indemnification under Sections 5.1 and 5.2 hereof (unless
ordered by a court) shall be made only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 5.1 and 5.2 hereof. 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.
5.6 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, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article 5.
5.7 The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any other 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.
5.8 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 of 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 Article.
Such insurance may be in addition to any other insurance or benefit which the
Board of Directors may from time to time determine to be appropriate.
5.9 For purposes of this Article, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a 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 this Article with respect
to the resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.
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5.10 For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any 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 Article.
5.11 The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, 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 VI. Corporate Records and Statement.
6.1 Records. There shall be kept at the principal office of the
Corporation an original or duplicate record of the proceedings of the
stockholders and of the Directors, and the original or copy of its By-Laws,
including all amendments or alterations thereto to date. An original or
duplicate share register shall also be kept at the principal office or at the
office of its transfer agent or registrar, giving the names of the
stockholders, their respective addresses, and the number and classes of shares
held by each. The Corporation shall also keep appropriate, complete and
accurate books or records of account, which may be kept at its principal
office.
6.2 Annual Statement. The President and Board of Directors shall
present at each annual meeting of stockholders such statement of the business
and affairs of the Corporation for the preceding year as they shall deem
appropriate.
ARTICLE VII. Share Certificates, Transfer of
Stock, Dividends, Etc.
7.1 Issuance. The Board of Directors shall have the power, by
resolution duly adopted, to issue from time to time, in whole or in part, the
kinds or classes of shares authorized in the Certificate of Incorporation.
Share certificates shall bear the signature of the Chairman of the
Board or the Vice Chairman of the Board or the President and the signature of
the Secretary and the corporate seal, which may be a facsimile, engraved or
printed. Where such certificate is signed by a transfer agent or a registrar,
the signatures of the Chairman of the Board or President and the signature of
the Secretary on such certificate may be a facsimile, engraved or printed.
7.2 Transfers of Shares. Transfer of shares shall be made on the
books of the Corporation upon surrender of the certificates therefor, endorsed
by the person named in the certificate or by attorney, lawfully constituted in
writing. No transfer need be made inconsistent with the provisions of the
Uniform Commercial Code or other applicable Federal, State or Local Law.
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No transfer or assignment shall affect the right of the Corporation
to pay any dividend due upon the stock, or to treat the registered holder as
the holder in fact, until such transfer or assignment is registered on the
books of this Corporation.
7.3 Closing of the Books. The Board of Directors may close the books
of the Corporation against transfers of shares during the whole or any part of
a period not exceeding sixty (60) days, and in such case, written or printed
notice thereof shall be mailed at least ten (10) days before the closing
thereof to each stockholder of record at the address appearing on the records
of the Corporation as supplied by him to the Corporation for the purpose of
notice. While the stock transfer books of the Corporation are closed, no
transfer of shares shall be made thereon.
7.4 Absolute Owner. The Corporation shall be entitled to treat the
registered holder of any shares as the absolute owner 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.
7.5 Lost, Destroyed or Mutilated Certificates. In the event that a
share certificate shall be lost, destroyed or mutilated, a new certificate may
be issued therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
ARTICLE VIII. Miscellaneous Provisions.
8.1 Signatures on Checks. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
8.2 Securities of Other Corporations. The President, or the
Secretary, shall have full power to vote, appoint proxies, or otherwise
perform any act as a stockholder with respect to any shares or other
securities of any corporation owned by this Corporation, including the power
to sell, convert, exchange, pledge or encumber such securities.
8.3 Fiscal Year. The fiscal year shall begin the first day of July of
each year.
8.4 Seal. The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"Corporate Seal-1969-Delaware." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE IX. Amendments.
9.1 These By-Laws may be altered, amended or repealed by a majority
of the members of the Board of Directors, or by the holders of a majority of
those Common Shares (plus such other shares as may then be entitled to vote
with the Common Shares) present in person or by proxy at any regular or
special meeting duly organized.
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