1
Exhibit 3.10
BY-LAWS
OF
AGH PSS I, INC.
(a Delaware corporation)
ARTICLE I
OFFICES
SECTION 1. OFFICES. The Corporation shall maintain its registered
office in the State of Delaware at 1209 Orange Street, in the City of
Wilmington, in the County of New Castle, and its resident agent at such address
is the Corporation Trust Center. The Corporation may also have offices in such
other places in the United States or elsewhere as the Board of Directors may,
from time to time, appoint or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may properly be conducted
at such meeting shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors shall determine
by resolution and set forth in the notice of the meeting. In the event that the
Board of Directors fails to so determine the time, date and place for the annual
meeting, it shall be held, beginning in 1999, at the principal office of the
Corporation at 10 o'clock A.M. on the last Friday in March of each year.
2
SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders, unless
otherwise prescribed by statute, may be called by the Chairman of the Board, the
President or by resolution of the Board of Directors and shall be called by the
President or Secretary upon the written request of not less than 10% in interest
of the stockholders entitled to vote thereat. Notice of each special meeting
shall be given in accordance with Section 3 of this Article II. Unless otherwise
permitted by law, business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.
SECTION 3. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting,
which shall state the place, date and time of the meeting, and, in the case of a
special meeting, the purposes for which the meeting is called, shall be mailed
to or delivered to each stockholder of record entitled to vote thereat. Such
notice shall be given not less than ten (10) days nor more than sixty (60) days
before the date of any such meeting.
SECTION 4. QUORUM. Unless otherwise required by law or the Certificate
of Incorporation, the holders of a majority of the issued and outstanding stock
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of
stockholders. When a quorum is once present to organize a meeting, the quorum is
not broken by the subsequent withdrawal of any stockholders.
SECTION 5. VOTING. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder. Upon the request of not less than 10% in
interest of the stockholders entitled to vote at a meeting, voting shall be by
written ballot. All elections of directors shall be
-2-
3
decided by plurality vote of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. Unless
otherwise provided in the Certificate of Incorporation, all elections of
directors shall be by written ballot. Unless otherwise required by law, the vote
of a majority of the outstanding shares, present in person or represented by
proxy and entitled to vote on the subject matter, at a meeting at which a quorum
is present shall constitute the act of the stockholders.
SECTION 6. CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors
of the Corporation, if one is elected, or, in his absence or disability, the
President of the Corporation, shall preside at all meetings of the stockholders.
SECTION 7. SECRETARY OF MEETING. The Secretary of the Corporation shall
act as Secretary at all meetings of the stockholders. In the absence or
disability of the Secretary, the Chairman of the Board of Directors or the
President shall appoint a person to act as Secretary at such meetings.
SECTION 8. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required by law to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
such meetings, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote were present and voted. Every
written consent shall bear the date of signature of each stockholder who signs
the consent. Prompt notice of the
-3-
4
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
SECTION 9. ADJOURNMENT. At any meeting of stockholders of the
Corporation, if less than a quorum be present, a majority of the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present. Any business may be transacted at
the adjourned meeting which might have been transacted at the meeting originally
noticed. If the adjournment is for more than 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.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors. The Board shall
exercise all of the powers and duties conferred by law except as provided by the
Certificate of Incorporation or these By-Laws.
SECTION 2. NUMBER AND TERM. The number of directors shall be fixed at
no less than one nor more than seven. Within the limits specified above, the
number of directors shall be fixed from time to time by the Board of Directors.
The Board of Directors shall be elected by the stockholders at their annual
meeting, and each director shall be elected to serve for
-4-
5
the term of one year and until his successor shall be elected and qualified or
until his earlier resignation or removal. Directors need not be stockholders.
SECTION 3. RESIGNATIONS. Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time is specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
SECTION 4. REMOVAL. Any director or the entire Board of Directors may
be removed either with or without cause at any time by the affirmative vote of
the holders of a majority of the shares then entitled to vote for the election
of directors at any annual or special meeting of the stockholders called for
that purpose. Vacancies thus created may be filled at such meeting by the
affirmative vote of the holders of a majority of the shares then entitled to
vote for the election of directors, or, if the vacancies are not so filled, by
the directors as provided in Section 5 of this Article III.
SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as
provided in Section 4 of this Article III, vacancies occurring in any
directorship and newly created directorships may be filled by a majority vote of
the remaining directors then in office. Any director so chosen shall hold office
for the unexpired term of his predecessor and until his successor shall be
elected and qualify or until his earlier death, resignation or removal. The
Board may not fill the vacancy created by removal of a director by electing the
director so removed.
SECTION 6. MEETINGS. The newly elected directors shall hold their first
meeting to organize the Corporation, elect officers and transact any other
business which may
-5-
6
properly come before the meeting. An annual organizational meeting of the Board
of Directors shall be held immediately after each annual meeting of the
stockholders, or at such time and place as may be noticed for the meeting.
Regular meetings of the Board may be held without notice at such places
and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the Board shall be called by the President or by
the Secretary on the written request of any director with at least two days'
notice to each director and shall be held at such place as may be determined by
the directors or as shall be stated in the notice of the meeting.
SECTION 7. QUORUM, VOTING AND ADJOURNMENT. A majority of the total
number of directors or any committee thereof shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum, a majority of the directors present thereat may adjourn
such meeting to another time and place. Notice of such adjourned meeting need
not be given if the time and place of such adjourned meeting are announced at
the meeting so adjourned.
SECTION 8. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, including
but not limited to an Executive Committee and an Audit Committee, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee
to replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
-6-
7
members present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority to amend the Certificate of Incorporation, adopt an agreement
of merger or consolidation, recommend to the stockholders the sale, lease, or
exchange of all or substantially all of the Corporation's properties and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution or to amend these By-Laws. Unless a resolution of the Board
expressly provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock of the Corporation or to
adopt a certificate of ownership and merger. All committees of the Board shall
keep minutes of their meetings and shall report their proceedings to the Board
when requested or required by the Board.
SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board or any committee thereof, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or such committee, as the case may
be.
-7-
8
SECTION 10. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors for their services. A director
may also serve the Corporation in other capacities and receive compensation
therefor.
SECTION ll. TELEPHONIC MEETING. Unless otherwise restricted by the
Certificate of Incorporation, members of the Board, or any committee designated
by the Board, may participate in a meeting by means of conference telephone or
similar communications equipment in which all persons participating in the
meeting can hear each other. Participation in a meeting by means of conference
telephone or similar communications equipment shall constitute the presence in
person at such meeting.
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Corporation shall include a President
and a Secretary, both of whom shall be elected by the Board of Directors and who
shall hold office for a term of one year and until their successors are elected
and qualify or until their earlier resignation or removal. In addition, the
Board of Directors may elect a Chairman of the Board, one or more Vice
Presidents, including an Executive Vice President, a Treasurer and one or more
Assistant Treasurers and one or more Assistant Secretaries, who shall hold their
office for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors. The initial
officers shall be elected at the first meeting of the Board of Directors and,
thereafter, at the annual organizational meeting of the Board held after each
annual meeting of the stockholders. Any number of offices may be held by the
same person.
-8-
9
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it deems advisable, who shall hold
their office for such terms and shall exercise and perform such powers and
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the Board of Directors shall be a
member of the Board and shall preside at all meetings of the Board of Directors
and of the stockholders. In addition, the Chairman of the Board shall have such
powers and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 4. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. He shall exercise such duties as customarily pertain
to the office of President and Chief Executive Officer, and shall have general
and active management of the property, business and affairs of the Corporation,
subject to the supervision and control of the Board. He shall perform such other
duties as prescribed from time to time by the Board or these By-Laws.
In the absence, disability or refusal of the Chairman of the Board to
act, or the vacancy of such office, the President shall preside at all meetings
of the stockholders and of the Board of Directors. Except as the Board of
Directors shall otherwise authorize, the President shall execute bonds,
mortgages and other contracts on behalf of the Corporation, and shall cause the
seal to be affixed to any instrument requiring it and, when so affixed, the seal
shall be attested by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.
-9-
10
SECTION 5. VICE PRESIDENTS. Each Vice President, if any are elected, of
whom one or more may be designated an Executive Vice President, shall have such
powers and shall perform such duties as shall be assigned to him by the
President or the Board of Directors.
SECTION 6. TREASURER. The Treasurer shall have custody of the corporate
funds, securities, evidences of indebtedness and other valuables of the
Corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation. He shall deposit all moneys
and other valuables 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, taking proper vouchers therefor. He shall
render to the President and Board of Directors, upon their request, a report of
the financial condition of the Corporation. If required by the Board of
Directors, 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.
The Treasurer shall have such further powers and perform such other
duties incident to the office of Treasurer as from time to time are assigned to
him by the Board.
SECTION 7. SECRETARY. The Secretary shall be the Chief Administrative
Officer of the Corporation and shall: (a) cause minutes of all meetings of the
stockholders and directors to be recorded and kept; (b) cause all notices
required by these By-Laws or otherwise to be given properly; (c) see that the
minute books, stock books, and other nonfinancial books, records and papers of
the Corporation are kept properly; and (d) cause all reports, statements,
returns, certificates and other documents to be prepared and filed when and as
required. The Secretary shall have further powers and perform such other duties
as prescribed from time to time by the Board.
-10-
11
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each
Assistant Treasurer and each Assistant Secretary, if any are elected, shall be
vested with all the powers and shall perform all the duties of the Treasurer and
Secretary, respectively, in the absence or disability of such officer, unless or
until the Board of Directors shall otherwise determine. In addition, Assistant
Treasurers and Assistant Secretaries shall have such powers and shall perform
such duties as shall be assigned to them by the Board.
SECTION 9. CORPORATE FUNDS AND CHECKS. The funds of the Corporation
shall be kept in such depositories as shall from time to time be prescribed by
the Board of Directors. All checks or other orders for the payment of money
shall be signed by the President or the Treasurer or such other person or agent
as may from time to time be authorized and with such countersignature, if any,
as may be required by the Board of Directors.
SECTION 10. CONTRACTS AND OTHER DOCUMENTS. The President or Treasurer,
or such other officer or officers as may from time to time be authorized by the
Board of Directors or any other committee given specific authority in the
premises by the Board of Directors during the intervals between the meetings of
the Board of Directors, shall have power to sign and execute on behalf of the
Corporation deeds, conveyances and contracts, and any and all other documents
requiring execution by the Corporation.
SECTION 11. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The President or
the Treasurer, or such other officer or agent as shall be authorized by the
Board of Directors, shall have the power and authority, on behalf of the
Corporation, to attend and to vote at any meeting of stockholders of any
corporation in which the Corporation holds stock and may exercise, on behalf of
the Corporation, any and all of the rights and powers incident to the
-11-
12
ownership of such stock at any such meeting, including the authority to execute
and deliver proxies and consents on behalf of the Corporation.
SECTION 12. DELEGATION OF DUTIES. In the absence, disability or refusal
of any officer to exercise and perform his duties, the Board of Directors may
delegate to another officer such powers or duties.
SECTION 13. RESIGNATION AND REMOVAL. Any officer of the Corporation may
be removed from office for or without cause at any time by the Board of
Directors. Any officer may resign at any time in the same manner prescribed
under Section 3 of Article III of these By-Laws.
SECTION 14. VACANCIES. The Board of Directors shall have power to fill
vacancies occurring in any office.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, certifying the number and class of shares of stock in the
Corporation owned by him. Any or all of the signatures on the certificate may be
a facsimile. The Board of Directors shall have the power to appoint one or more
transfer agents and/or registrars for the transfer of registration of
certificates of stock of any class, and
-12-
13
may require stock certificates to be countersigned or registered by one or more
of such transfer agents and/or registrars.
SECTION 2. TRANSFER OF SHARES. Shares of stock of the Corporation shall
be transferable upon its books by the holders thereof, in person or by their
duly authorized attorneys or legal representatives, upon surrender to the
Corporation by delivery thereof to the person in charge of the stock and
transfer books and ledgers. Such certificates shall be cancelled and new
certificates shall thereupon be issued. A record shall be made of each transfer.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented, both the transferor and transferee request the
Corporation to do so. The Board shall have power and authority to make such
rules and regulations as it may deem necessary or proper concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.
SECTION 3. LOST, STOLEN. DESTROYED OR MUTILATED CERTIFICATES. A new
certificate of stock may be issued in the place of any certificate previously
issued by the Corporation, alleged to have been lost, stolen or destroyed, and
the Board of Directors may, in their discretion, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond, in such sum as the Board may direct, not exceeding double
the value of the stock, in order to indemnify the Corporation against any claims
that may be made against it in connection therewith. A new certificate of stock
may be issued in the place of any certificate previously issued by the
Corporation which has become mutilated without the posting by the owner of any
bond upon the surrender by such owner of such mutilated certificate.
-13-
14
SECTION 4. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Delaware General Corporation Law Section
219 or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.
SECTION 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may at any regular or special meeting,
declare dividends upon the stock of the Corporation either (i) out of its
surplus, as defined in and computed in accordance with Delaware General
Corporation Law Section 154 and Section 244 or (ii) in case there shall be no
such surplus, out of its net profits for the fiscal year in which the dividend
is declared and/or the preceding fiscal year. Before the declaration of any
dividend, the Board of Directors may set apart, out of any funds of the
Corporation available for dividends, such sum or sums as from time to time in
their discretion may be deemed proper for working capital or as a reserve fund
to meet contingencies or for such other purposes as shall be deemed conducive to
the interests of the Corporation.
ARTICLE VI
NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE. Whenever any written notice is required to be given
by law, the Certificate of Incorporation or these By-Laws, such notice, if
mailed, shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the person entitled to such notice at his address
as it appears on the books and records of the Corporation.
-14-
15
SECTION 2. WAIVER OF NOTICE. Whenever notice is required to be given by
law, the Certificate of Incorporation or these By-Laws, a written waiver thereof
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders, directors, or members of a
committee of the Board need be specified in any written waiver of notice.
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. AMENDMENTS. These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board. By-Laws adopted by the
Board of Directors may be amended or repealed by shareholders.
ARTICLE VIII
SECTION 1. SEAL. The seal of the Corporation shall be circular in form
and shall have the name of the Corporation on the circumference and the
jurisdiction and year of incorporation in the center.
-15-
16
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year, or such other twelve consecutive months as the Board
of Directors may designate.
SECTION 3. INDEMNIFICATION. 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, shall be indemnified by the Corporation
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.
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 judgement in its favor
by reason of the fact that he is or was a director,
-16-
17
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) 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 of Chancery of Delaware 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 of Delaware, or such other court shall deem proper.
Any indemnification pursuant to paragraphs (a) and (b) of this Article
VIII (unless ordered by a court) shall be made by the Corporation 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 paragraphs (a) and (b)
of this Article VIII. Such determination shall be made (i) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in written opinion, or (iii)
by the stockholders.
SECTION 4. ADVANCE OF EXPENSES. Expenses (including attorneys' fees)
incurred by an officer, director, employee or agent in defending any civil,
criminal, administrative
-17-
18
or investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking satisfactory to the Board of Directors by or on behalf of such
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 VIII.
SECTION 5. REMEDIES NOT EXCLUSIVE. The indemnification and advancement
of expenses provided by this Article VIII 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, and 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.
SECTION 6. INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
Date of Adoption: February 3, 1998.
-18-