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Exhibit 3.26
BYLAWS
OF
UNIPLAST U.S., INC.
ARTICLE I
SHAREHOLDERS
SECTION 1.1. Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held each year for the purposes of electing directors
and of transacting such other business as properly may be brought before the
meeting.
SECTION 1.2. Special Meetings. The corporation shall hold a special
meeting of shareholders on call of the board of directors, the President or,
upon delivery to the corporation's Secretary of a signed and dated written
request setting out the purpose or purposes for the meeting, on call of the
holders of 25% of the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Only business within the purpose or
purposes described in the notice of special meeting required by section 1.4
below may be conducted at a special meeting of the shareholders.
SECTION 1.3. Date. Time and Place of Meetings. Annual meetings of the
shareholders shall be held at such time and place, within or without the State
of Delaware, as may be fixed by the board of directors. Special meetings of
shareholders shall be held on such date and at such time and place, within or
without the State of Delaware, as may be fixed from time to time by the board of
directors. The date, time and place of all meetings shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If no
designation is made, the place of the meeting shall be the principal business
office of the corporation.
SECTION 1.4. Notice of Meetings. The Secretary or an Assistant
Secretary shall deliver, either personally or by first-class mail, a written
notice of the place, day, and time of all meetings of the shareholders not less
than ten (10) nor more than sixty (60) days before the meeting date to each
shareholder of record entitled to vote at such meeting. Written notice is
effective when mailed, if mailed with first-class postage prepaid and correctly
addressed to the shareholder's address shown in the corporation's current record
of shareholders. An affidavit of the secretary or an assistant Secretary or of
the transfer agent of the corporation that the notice has been given shall, in
the absence of fraud, be prima facie of the facts stated therein. In the case of
a special meeting, the purpose or purposes for which the meeting is called shall
be included in the notice of the special meeting. If an annual or special
shareholders' meeting is adjourned to a different date, time, or place, notice
of the new date, time, or place need not be given if the new date, time, or
place is announced at the meeting before adjournment. However, if a new record
date for the adjourned meeting is or must be fixed under Section 1.5 herein,
notice of the adjourned meeting must be given to persons who are shareholders as
of the new record date.
SECTION 1.5. Record Date. The board of directors, in order to determine
the shareholders entitled to notice of or to vote at any meeting of the
shareholders or any
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adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
shall fix in advance a record date, which record date shall not precede the date
upon which the resolution fixing the record is adopted by the board of
directors, that shall not be more than sixty (60) nor less than ten (10) days
before the meeting or action requiring a determination of shareholders. Only
such shareholders as shall be shareholders of record on the date fixed shall be
entitled to such notice of or to vote at such meeting or any adjournment
thereof, or to receive payment of any such dividend or other distribution or
allotment of any rights, or to exercise any such rights in respect of stock, or
to take any such other lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid. The record date shall apply to any adjournment of the
meeting except that the board of directors shall fix a new record date for the
adjourned meeting if the meeting is adjourned to a date more than thirty (30)
days after the date fixed for the original meeting.
SECTION 1.6. Shareholders' List for Meeting. After fixing a record date
for a meeting, the officer who has charge of the stock ledger of the corporation
shall prepare an alphabetical list of the names of all shareholders who are
entitled to notice of the shareholders' meeting showing the address of each and
the number of shares registered in the name of each shareholder. The corporation
shall make the shareholders' list available for inspection by any shareholder
for any purposes germane to the meeting, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is
being held, which place shall be specified in the notice of a meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present at the
meeting.
SECTION 1.7. Quorum. Subject to any express provision of law, the
certificate of incorporation or any other bylaw, a majority of the votes
entitled to be cast by all shares voting together as a group shall constitute a
quorum for the transaction of business at all meetings of the shareholders.
Whenever a class of shares or series of shares is entitled to vote as a separate
voting group on a matter, a majority of the votes entitled to be cast by each
voting group so entitled shall constitute a quorum for purposes of action on any
matter requiring such separate voting. Once a share is represented, either in
person or by proxy, for any purpose at a meeting other than solely to object to
holding a meeting or transacting business at the meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is set for the adjourned meeting.
SECTION 1.8. Adjournment of Meetings. The holders of a majority of the
voting shares represented at a meeting, or the Chairman of the Board or the
President, whether or not a quorum is present, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. 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 shareholder of record entitled to vote at the adjourned meeting.
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SECTION 1.9. Vote Required. When a quorum exists, action on a matter
(other than the election of directors) by a voting group is approved if the
votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the certificate of incorporation, a bylaw authorized
by the certificate of incorporation or an express provision of law requires a
greater number of affirmative votes. Unless otherwise provided in the
certificate of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present. Shareholders do not have the right to cumulate their votes
unless the certificate of incorporation so provides.
SECTION 1.10. Voting Entitlement of Shares. Unless otherwise provided
in the certificate of incorporation, each shareholder, at every meeting of the
shareholders, shall be entitled to cast one vote, either in person or by written
proxy, for each share standing in his or her name on the books of the
corporation as of the record date. A shareholder may vote his shares in person
or by proxy. An appointment of proxy is effective when received by the Secretary
of the corporation or other officer or agent authorized to tabulate votes and is
valid for three (3) years unless a longer period is expressly provided in the
appointment of proxy form. An appointment of proxy is revocable by the
shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
SECTION 1.11. Action by Shareholders Without a Meeting. Any action
required or permitted to be taken at a shareholder's meeting may be taken
without a meeting if the action is taken by shareholders who would be entitled
to vote at a meeting of shares having voting power to cast not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shareholders entitled to vote were present and voted.
The action must be evidenced by one or more written consents describing the
action taken, signed by shareholders entitled to take action without a meeting
and delivered to the corporation by delivery to its registered office, in the
State of Delaware by hand or by certified or registered mail, return receipt
requested, its principal place of business, or an officer or agent of the
corporation having custody of the corporate records for inclusion in the minutes
or for filing with the corporate records. Notice shall be given within ten (10)
days of the taking of the corporate action without a meeting by less than
unanimous written consent to those persons who are shareholders on the date the
consent is first executed and who have not consented in writing.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. General Powers. Subject to the certificate of
incorporation, bylaws approved by the shareholders and any lawful agreement
between the shareholders, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation managed under
the direction of, the Board of Directors.
SECTION 2.2. Number and Tenure. The Board of Directors shall consist of
at least one (1) member and not more than seven (7) members [as amended pursuant
to shareholder consent as of January 17, 1992], the exact number of directors to
be
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fixed from time to time by resolution of the shareholders of the corporation. No
decrease in the number or minimum number of directors, through amendment of
the certificate of incorporation or of the bylaws or otherwise, shall have the
effect of shortening the term of any incumbent director. Directors shall be
elected at the annual meeting of shareholders and their terms shall expire at
the next annual shareholders' meeting; provided, however, that despite the
expiration of a director's term he or she shall continue to serve until a
successor is elected and qualified or until there is a decrease in the number of
directors.
SECTION 2.3. Qualifications of Directors. Directors shall be natural
persons who have attained the age of 18 years but need not be residents of the
State of Delaware or shareholders of the corporation.
SECTION 2.4. Vacancy on the Board. Unless the certificate of
incorporation provides otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
vacancy may be filled by the shareholders, board of directors, or, if the
directors remaining in office constitute fewer than a quorum of the Board, by
the affirmative vote of a majority of all directors remaining in office.
SECTION 2.5. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate from among its members one or
more committees, each committee to consist of one or more directors. Any such
committee, to the extent specified by the board of directors, certificate of
incorporation or bylaws, shall have and may exercise all of the authority of the
board of directors in the management of the business affairs of the corporation,
but no such committee shall have the power or authority in reference to amending
the certificate of incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the board of directors as provided in subsection (a) of
Section 151 of the Delaware General Corporation Law, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation under Section 251 or 252 of the Delaware
General Corporation Law, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution; and, unless the resolution, bylaws, or certificate
of incorporation expressly so provides, no such committee shall have the power
or authority to declare a dividend, to authorize the issuance of stock or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware General Corporation Law.
SECTION 2.6. Meetings. The board of directors shall meet annually,
without notice, immediately following and at the same place as the annual
meeting of shareholders. Regular meetings of the board of directors or any
committee may be held between annual meetings without notice at such time and at
such place, within or without the State of Delaware, as from time to time shall
be determined by the Board or committee, as the case may be. The Chairman of the
Board, if any, the President or a majority of the directors in office may call a
special
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meeting of the directors at any time by giving each director two (2) days
notice. Such notice may be given orally or in writing. If given in writing, it
is effective when received or five days after its deposit in the mail if mailed
with first-class postage pre-paid and correctly addressed. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting need be
specified in the notice or any waiver of notice.
SECTION 2.7. Quorum and Voting. At all meetings of the board of
directors or any committee thereof, a majority of the number of directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, shall constitute a quorum for the transaction of
business. The affirmative vote of a majority of the directors present at any
meeting at which there is a quorum at the time of such act shall be the act of
the Board or of the committee, except as might be otherwise specifically
provided by statute or by the certificate of incorporation or bylaws.
SECTION 2.8. Action Without Meeting. Unless the certificate of
incorporation or bylaws provides otherwise, any action required or permitted to
be taken at any meeting of the board of directors or any committee thereof may
be taken without a meeting if the action is taken by all members of the Board or
committee, as the case may be. The action must be evidenced by one or more
written consents describing the action taken, signed by each director, and filed
with the minutes of the proceedings of the Board or committee or filed with the
corporate records.
SECTION 2.9. Remote Participation in a Meeting. Unless otherwise
restricted by the certificate of incorporation or the bylaws, any meeting of the
board of directors may be conducted by the use of any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
SECTION 2.10. Compensation of Directors. The board of directors may fix
the compensation of the directors for their services as directors. No provision
of these bylaws shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 2.11. Resignation of Directors. Any director may resign at any
time upon written notice to the corporation.
SECTION 2.12. Removal of Directors by Shareholders. Any one or more
directors may be removed from office, with or without cause, at any meeting of
shareholders with respect to which notice of such purpose has been given. A
removed director's successor may be elected at the same meeting or time to serve
the unexpired term.
ARTICLE III
NOTICES
SECTION 3.1. Notice. Whenever, under the provisions of the certificate
of incorporation
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or of these bylaws or by law, notice is required to be given to any director or
shareholder, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail, or by telegram, telex or facsimile
transmission and such notice shall be deemed to be effective when received, or
when delivered, properly addressed, to the addressee's last known principal
place of business or residence, or five days after the same shall be deposited
in the United States mail if mailed with first-class postage prepaid and
correctly addressed or on the date shown on the return receipt, if sent by
registered or certified mail, and the receipt is signed by or on behalf of the
addressee. Notice to any director or shareholder may also be oral if oral notice
is reasonable under the circumstances. If these forms of personal notice are
impractical, notice may be communicated by a newspaper of general circulation in
the area where published, or by radio, television, or other form of public
broadcast communication.
SECTION 3.2. Waiver of Notice. Whenever any notice is required to be
given under provisions of the certificate of incorporation or of these bylaws or
by law, a waiver thereof, signed by the person entitled to notice and delivered
to the corporation for inclusion in the minutes or filing with the corporate
records, 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 and of all objections to the place or time of
the meeting or the manner in which it has been called or convened, except when
the person attends a meeting for the express purpose of stating, at the
beginning of the meeting, any such objection and, in the case of a director,
does not thereafter vote for or assent to action taken at the meeting. Neither
the business to be transacted at nor the purpose of any regular or special
meeting of the shareholders, directors or a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or the bylaws.
SECTION 3.3. Exception to Requirements of Notice. Whenever notice is
required to be given, under the certificate of incorporation, bylaws of the
corporation or by law, to any person with whom communication is unlawful, the
giving of such notice to such person shall not be required and there shall be no
duty to apply to any governmental authority or agency for a license or permit to
give such notice to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given. In the
event that the action taken by the corporation is such as to require the filing
of a certificate under any of the other sections of the Delaware General
Corporation Law, the certificate shall state, if such is the fact and if notice
is required, that notice was given to all persons entitled to receive notice
except such persons with whom communication is unlawful.
Whenever notice is required to be given, under Delaware General
Corporation Law, or the certificate of incorporation or bylaws of any
corporation, to any stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a twelve month
period, have been mailed addressed to such persons at his or her address as
shown on the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required. Any action or
meeting which shall be taken or held without notice to such person shall have
the same force
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and effect as if such notice had been duly given. If any such person shall
deliver to the corporation a written notice setting forth his or her then
current address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to
require the filing of a certificate under Delaware General Corporation Law, the
certificate need not state that notice was not given to persons to whom notice
was not required to be given pursuant to subsection (b) of Section 230 of
Delaware General Corporation Law.
ARTICLE IV
OFFICERS
SECTION 4.1. Appointment. The Board of Directors at each annual meeting
of directors shall elect such officers as it shall deem necessary who shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. Any number of offices may be held by the same
person unless the certificate of incorporation or these bylaws otherwise
provide.
SECTION 4.2. Resignation and Removal of Officers. An officer may resign
at any time by delivering notice to the corporation and such resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. The Board of Directors may remove any officer at any time with
or without cause.
SECTION 4.3. Vacancies. Any vacancy in office resulting from any cause
may be filled by the Board of Directors.
SECTION 4.4. Powers and Duties. Each officer has the authority and
shall perform the duties set forth below or, to the extent consistent with these
bylaws, the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers.
(a) Chief Executive Officer. Unless otherwise provided by the
Board of Directors, any officer designated as President shall be the
Chief Executive Officer of the corporation and shall be responsible for
the administration of the corporation, including general supervision of
the policies of the corporation and general and active management of
the financial affairs of the corporation. He or she shall have the
power to make and execute contracts on behalf of the corporation and to
delegate such power to others. He or she also shall have such powers
and perform such duties as are specifically imposed on him or her by
law and as may be assigned to him or her by the Board of Directors.
(b) Vice Presidents. The Vice Presidents, if any, shall perform
such duties as vice presidents customarily perform and shall perform
such other duties and shall exercise such other powers as the President
or the Board of Directors may from time to time designate. The Vice
President, in the absence or disability or at the direction of the
President, shall perform the duties and exercise the powers of the
President. If the corporation has more than one Vice President, the one
designated by the Board of
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Directors shall act in lieu of the President, or, in the absence of any
such designation, then the Vice President first elected shall act in
lieu of the President.
(c) Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and shall
record all votes and minutes of all proceedings in books to be kept for
that purpose, and shall perform like duties for the standing committees
when required. He or she shall have custody of the corporate seal of
the corporation, shall have the authority to affix the same to any
instrument the execution of which on behalf of the corporation under
its seal is duly authorized and shall attest to the same by his
signature whenever required. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and
to attest to the same by his signature. The Secretary shall give, or
cause to be given, any notice required to be given of any meetings of
the shareholders, the Board of Directors and of the standing committees
when required. The Secretary shall cause to be kept such books and
records as the board of directors, the Chairman of the Board or the
President may require and shall cause to be prepared, recorded,
transferred, issued, sealed and cancelled certificates of stock as
required by the transactions of the corporation and its shareholders.
The Secretary shall attend to such correspondence and shall perform
such other duties as may be incident to the office of a Secretary of a
corporation or as may be assigned to him or her by the board of
directors, the Chairman of the Board or the President.
(d) Treasurer. Unless otherwise provided by the Board of
Directors, any officer designated as Treasurer shall be charged with
the management of financial affairs of the corporation. He or she shall
perform such duties as treasurers usually perform and shall perform
such other duties and shall exercise such other powers as the Board of
Directors, the Chairman of the Board or the President may from time to
time designate and shall render to the Chairman of the Board, the
President and to the Board of Directors, whenever requested, an account
of the financial condition of the corporation.
(e) Assistant Vice President, Assistant Secretary and Assistant
Treasurer. Any person designated as Assistant Vice President, Assistant
Secretary and Assistant Treasurer, in the absence or disability of any
Vice President, the Secretary or the Treasurer, respectively, shall
perform the duties and exercise the powers of those offices, and, in
general, they shall perform such other duties as shall be assigned to
them by the Board of Directors. Specifically the Assistant Secretary
may affix the corporate seal to all necessary documents and attest the
signature of any officer of the corporation.
SECTION 4.5. Delegation of Authority. In case of the absence of any
officer of the corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate, for the time being,
any or all of the powers or duties of such officer to any other officer,
assistant officer or to any director.
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ARTICLE V
CAPITAL STOCK
SECTION 5.1. Share Certificates. Unless the certificate of
incorporation or these bylaws provides otherwise, the Board of Directors may
authorize the issue of some or all of the shares of any or all of its classes or
series with or without certificates. Unless the Delaware General Corporation Law
provides otherwise, there shall be no differences in the rights and obligations
of shareholders based on whether or not their shares are represented by
certificates.
In the event that the board of directors authorizes shares with
certificates, each certificate representing shares of stock of the corporation
shall be in such form as shall be approved by the board of directors and shall
set forth upon the face thereof the name of the corporation and that it is
organized under the laws of the State of Delaware, the name of the person to
whom the certificate is issued, and the number and class of shares and the
designation of the series, if any, the certificate represents. The board of
directors may designate any one or more officers to sign each share certificate,
either manually or by facsimile. In the absence of such designation, each share
certificate must be signed by the President or a Vice President and the
Secretary or an Assistant Secretary. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
SECTION 5.2. Record of Shareholders. The corporation or an agent
designated by the board of directors shall maintain a record of the
corporation's shareholders in a form that permits preparation of a list of names
and addresses of all shareholders, in alphabetical order by class or shares
showing the number and class of shares held by each shareholder.
SECTION 5.3. Lost Certificates. In the event that a share certificate
is lost, stolen or destroyed, the Board of Directors may direct that a new
certificate be issued in place of such certificate. When authorizing the issue
of a new certificate, the Board of Directors may require the owner of the lost,
stolen or destroyed certificate to give the corporation a bond in such sum as
the Board may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
SECTION 6.1. Indemnification of Officers, Employees and Agents. The
corporation may indemnify and advance expenses to an officer, director, employee
or agent to the extent permitted by the certificate of incorporation, the bylaws
or by law.
SECTION 6.2. Insurance. The corporation may purchase and maintain
insurance, at its expense, on behalf of an individual who is or was a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent
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of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by him or her in any such capacity or arising from his or her status
as a director, officer, employee or agent, whether or not the corporation would
have power to indemnify him or her against the same liability under this
Article.
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.1. Seal. The corporation may have a seal, which shall be in
such form as the Board of Directors may from time to time determine. In the
event that the use of the seal is at any time inconvenient, the signature of an
officer of the corporation, followed by the word "Seal" enclosed in parenthesis,
shall be deemed the seal of the corporation.
SECTION 7.2. Amendment of Bylaws. These bylaws may be amended or
repealed and new bylaws may be adopted by the shareholders at any regular or
special meeting.
ARTICLE VIII
EMERGENCY BYLAWS
SECTION 8.1. Emergency Bylaws. This Article shall be operative during
any emergency resulting from some catastrophic event that prevents a quorum of
the board of directors or any committee thereof from being readily assembled (an
"emergency"), notwithstanding any different or conflicting provisions set forth
elsewhere in these bylaws or in the certificate of incorporation. To the extent
not inconsistent with the provisions of this Article, the bylaws set forth
elsewhere herein and the provisions of the certificate of incorporation shall
remain in effect during such emergency, and upon termination of such emergency,
the provisions of this Article shall cease to be operative.
SECTION 8.2. Meetings. During any emergency, a meeting of the Board of
Directors or any committee thereof may be called by any director, or by the
President, any Vice President, the Secretary or the Treasurer (the "Designated
Officers") of the corporation. Notice of the time and place of the meeting shall
be given by any available means of communication by the person calling the
meeting to such of the directors and/or designated officers as may be feasible
to reach. Such notice shall be given at such time in advance of the meeting as,
in the judgement of the person calling the meeting, circumstances permit.
SECTION 8.3 Quorum. At any meeting of the Board of Directors or any
committee thereof called in accordance with this Article, the presence or
participation of two directors, one director and a designated officer, or two
designated officers shall constitute a quorum for the transaction of business.
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SECTION 8.4. Liability. No officer, director or employee acting in
accordance with any emergency bylaws shall be liable except for willful
misconduct.
SECTION 8.5. Repeal or Change. The provisions of this Article shall be
subject to repeal or change by further action of the Board of Directors or by
action of shareholders, but no such repeal or change shall modify the provisions
of the immediately proceeding Section of this Article with regard to action
taken prior to the time of such repeal or change.
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