EXHIBIT 3.2
BY-LAWS
SELECTIVE INSURANCE GROUP, INC.
OFFICES
Section 1. The principal office of the corporation shall be located
at Wantage Avenue, Branchville, New Jersey. The corporation may also establish
and have offices at such other place or places as may from time to time be
designated by the Board of Directors.
SEAL
Section 2. The corporation shall have a seal with the name of the
corporation, the year of its organization, the words "Corporate Seal" and the
state of its incorporation thereon.
MEETINGS OF STOCKHOLDERS
Section 3A. The annual meeting of the stockholders shall be held at
a time to be affixed by the Board of Directors on the first Friday in May in
each year at the principal office of the Company, or at such other time, date
and place within or without the State of New Jersey as a majority of the
directors may previously designate for the election of directors and for the
transaction of such other business as may properly be brought before the
meeting. Notice thereof shall be given by the Secretary by mailing a notice to
each stockholder to the address appearing on the Company records at least ten
days prior to the meeting.
Special meetings of the stockholders may be held at the principal
office of the Company, or at such other place within or without the State of New
Jersey as the directors may previously designate, whenever called by the
affirmative vote of a majority of the whole Board of Directors or by the
President. Notice of such a special meeting, indicating briefly the object or
objects thereof, shall be mailed to each stockholder at his address as the same
appears on the stock books of the Company at least ten days previous to the time
of holding such meeting.
Such notice shall be completely given upon mailing.
A majority in amount of the stock issued and outstanding represented
by the holders in person or by proxy shall be requisite and sufficient to
constitute a quorum at any meeting of the stockholders for the election of
directors or for the transaction of other business.
Section 3B. (a) (i) The proposal of business by a stockholder to be
considered at an annual meeting of stockholders, which proposal is not in the
form of a proposal requested by such stockholder to be included pursuant to Rule
14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") in the
Company's proxy statement for such annual meeting, and/or nominations of persons
for election to the Board of Directors of the Company at an annual meeting of
stockholders, may be made by a stockholder who was a
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stockholder of record at the time of giving of notice provided for in Section
3B(a)(ii) hereof, who is entitled to vote at such annual meeting and who has
complied with the notice procedures set forth in said Section 3B(a)(ii).
(ii) For any such business and/or nominations to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company, and such
business must be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary of the Company at the
principal executive offices of the Company not less than ninety nor more than
one hundred twenty days prior to the first anniversary of the preceding year's
annual meeting; provided however, that in the event that the date of the annual
meeting is more than thirty days before or more than sixty days after such
anniversary date, notice by the stockholder to be timely shall be so delivered
not less than ninety days nor more than one hundred twenty days prior to such
annual meeting or ten days following the day on which public announcement of the
date of such meeting is first made. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving of
a stockholder's notice as described above. Such stockholder's notice shall set
forth (A) as to any such business that the stockholder proposes to bring before
the meeting, a brief description of such business, the reasons for conducting
such business at the meeting, any material interest of such stockholder in such
business and the beneficial owner, if any, on whose behalf the proposal is made;
(B) as to each person whom the stockholder proposes to nominate for election as
a director, all information relating to such person that would be required to be
disclosed in a solicitation of proxies for the election of such person as a
director pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if so elected); and (C) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the proposal or
nomination is made (1) the name and address of such stockholder, as they appear
on the Company's books, and of such beneficial owner, and (2) the class and
number of shares of the Company which are owned beneficially and of record by
such stockholder and such beneficial owner.
(iii) Notwithstanding anything in Section 3B(a)(ii) hereof to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the Company is to be increased and there is no public
announcement naming all of the nominees for directors or specifying the size of
the increased Board of Directors made by the Company at least one hundred days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required under Section 3B(a)(ii) hereof shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase in the number of directors, if it shall be delivered to
the Secretary of the Company at the principal executive offices of the Company
not less than ten days following the day on which such public announcement is
first made by the Company.
(b) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Company's notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
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Company who is a stockholder of record at the time of giving of notice provided
for in Section 3B(a)(ii) hereof and this Section 3B(b), who is entitled to vote
at the meeting and who has complied with the notice procedures set forth in said
Section 3B(a)(ii) and this Section 10(b). In the event the Company calls a
special meeting of stockholders for the purpose of electing one or more persons
to the Board of Directors, any such stockholder may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Company's notice of meeting if the stockholder's notice required by said Section
3B(a)(ii) and this Section 3B(b) shall be delivered to the Secretary of the
Company at the principal executive offices of the Company not less than ninety
days nor more than one hundred twenty days prior to such special meeting or ten
days following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.
(c) Except as otherwise provided by applicable law, the Chairman of
the meeting shall have the authority to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed (as the
case may be) in accordance with the procedures set forth in this Section 3B,
and, if any proposed nomination or business is not in compliance with this
By-Law, to declare that such defective proposal or nomination shall be
disregarded.
(d) For purposes of this Section 3B, a "public announcement" shall
mean disclosure in a press release issued by the Company and reported by the Dow
Jones News Service, Associated Press or comparable national news service or in a
document publicly filed by the Company with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(e) In addition to the requirements of the foregoing provisions of
this Section 3B, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth herein. Nothing in this By-Law shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
INSPECTORS OF ELECTION
Section 4. At the annual meeting of the stockholders, two
stockholders, not candidates for the office of director, shall be appointed as
inspectors of the election, whose duty it shall be honestly and fairly to
conduct such election, and who shall furnish a certificate
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over their signatures of the result thereof, which certificate shall be
presented to and filed by the Secretary.
RIGHTS OF STOCKHOLDERS
Section 5. Every stockholder shall be entitled at any meeting of the
stockholders to one vote for each share of stock held by him.
Section 6. The Board of Directors shall have power to close the
stock transfer books of the Company for a period not exceeding fifty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect; provided that,
in lieu of so closing the stock transfer books, the Board may fix in advance a
date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or any such allotment of
rights, or to exercise the rights in respect to any such change, conversion or
exchange of capital stock, and in such case only stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at, such meeting
or to receive payment of such dividend, or allotment of rights or exercise of
such rights, as the case may be, and notwithstanding any transfer of any stock
on the books of the Company after any such record date fixed as aforesaid.
Certificates of stock of the Company shall be in such form as the
Board of Directors shall from time to time prescribe and shall be signed by the
President or a Vice President and by either the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. The board shall have power
to appoint one or more Transfer Agents and/or one or more Registrars for the
transfer and/or registration of the certificates of stock and may require that
stock certificates shall be countersigned and/or registered by a Transfer Agent
and/or Registrar; provided, that when any certificate is signed by a Transfer
Agent and registered by a Registrar, if the Board shall by resolution so
provide, the signatures of the officers of the Company who sign such certificate
may be facsimiles and the seal of the Company imprinted thereon.
Shares of stock of the Company shall be transferable on the books of
the Company by the holder of record thereon in person or by duly authorized
attorney and upon the surrender of the certificate properly endorsed.
No stockholder shall be personally liable for any of the debts or
obligations of the Company or for any assessment on his stock.
Stockholders shall have no right to any division of the assets or
profits of the Company or to any dividends therefrom, except as the Board of
Directors shall from time to time declare.
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DIRECTORS
Section 7A. The business and affairs of the Company shall be managed
by a Board of Directors which shall have and may exercise all of the powers of
the Company, except such as are expressly conferred upon the stockholders by
law, by the Restated Certificate of Incorporation or by these By-laws. Subject
to the rights of the holders of shares of any series of Preferred Stock then
outstanding, the Board of Directors shall consist of not less than seven (7) nor
more than twenty (20) persons. The exact number of directors within the minimum
and maximum limitations specified in the preceding sentence shall be fixed from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the whole Board of Directors, and if such number is not so fixed,
the number shall be twelve (12). No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director. At the 1987 Annual Meeting of Stockholders, the directors shall be
divided into three classes, equal or as nearly equal in number as possible (but
with not less than three directors in each class), with the term of office of
the first class to expire at the 1988 Annual Meeting of Stockholders, the term
of office of the second class to expire at the 1989 Annual Meeting of
Stockholders and the term of office of the third class to expire at the 1990
Annual Meeting of Stockholders, and with the members of each class to hold
office until their successors have been elected and qualified. At each Annual
Meeting of Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding Annual Meeting of
Stockholders after their election.
Section 7B. Vacancies, however caused, occurring in the Board, and
newly created directorships resulting from an increase in the authorized number
of directors may be filled by the affirmative vote of a majority of the
remaining Directors at any regular or special meeting.
Section 7C. No present or former employee of the Company (excluding
its Chief Executive Officer) who has attained his 68th birthday, shall be
eligible for election as a Director of the Company; except, however, those
Directors presently serving who are over the age of 65 may be reelected until
their 72nd birthday.
No other person who has attained his 72nd birthday shall be eligible
for election as a Director.
Section 7D. Members of the Board of Directors shall receive such
compensation as the Board of Directors may from time to time direct or
determine.
MEETINGS OF THE BOARD OF DIRECTORS
Section 8. Regular meetings of the Board shall be held at a time and
place to be fixed by the Board of Directors.
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The Chairman or President may call a special meeting of the Board of
Directors when in his opinion the interests of the Company require it. It shall
be the duty of the President or Secretary to call a special meeting of the Board
at the request, in writing, of any three of the directors; and if the President
or Secretary fails or refuses to do so any three directors may call a special
meeting of the Board.
At any meeting of the Board of Directors a majority shall constitute
a quorum but a lesser number may adjourn the meeting from time to time until a
quorum appears.
Twenty-Four (24) hours notice of the time and place of any meeting
of the Board of Directors shall be given to all directors but business
transacted at any meeting at which all directors are present shall be legal even
though no notice of said meeting was given.
EXECUTIVE COMMITTEE
Section 9. The Board of Directors shall annually at its
organizational meeting elect an Executive Committee consisting of the Chief
Executive Officer and a minimum of three other directors who shall constitute
the Executive Committee, as fixed by the Board of Directors. The Executive
Committee shall meet at the call of the Chief Executive Officer, or any two
members. The Executive Committee shall have authority, when the Board of
Directors is not in session, to take action upon any matters that may be brought
before it, excepting the Company's investments, and shall report its proceedings
to the Board of Directors at the Board's next meeting. A majority of the
Executive Committee shall constitute a quorum thereof.
The Chief Executive Officer shall be Chairman of the Executive
Committee.
The action of a majority of the Executive Committee expressed in
meetings or by writing, cable or telegram, without a meeting shall, for all
purposes, constitute the action of the Committee and have the same effect as if
assented to by all.
FINANCE COMMITTEE
Section 9A. The Board of Directors shall annually elect from its
members a chairman and a minimum of three other directors, who shall constitute
the Finance Committee, as fixed by the Board of Directors. The Finance Committee
shall meet on twenty-four hours' notice at the call of such chairman or any two
members. The Finance Committee shall have authority to purchase and sell stocks,
bonds, notes and other securities, to sell properties acquired in foreclosure
suits or in satisfaction of debts, and otherwise to invest and
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reinvest the funds of the Company. All such purchases, sales, investments and
reinvestments must be reported to the Board at its next meeting. A majority of
the Finance Committee shall constitute a quorum thereof.
The action of a majority of the Finance Committee, expressed in
meetings, or by writing, cable, or telegram without meeting, shall, for all
purposes, constitute the action of the Committee and have the same effect as if
assented to by all.
AUDITING COMMITTEE
Section 10. The Board of Directors shall annually arrange for an
audit of the Company's accounts by a certified public accountant. It shall fix
the number of and elect from its members an Auditing Committee none of whom
shall be an officer of the Company. The Committee shall examine the report of
such audit and report to the Board any matters therein requiring action or
consideration. Such Auditing Committee or the accountant shall have the right of
access at all reasonable times to the accounts, books and vouchers of the
Company, and the officers of the Company shall supply such information and
explanation as may be necessary for the full performance of their duties.
OTHER COMMITTEES
Section 11. The Board of Directors shall have the power to create
other committees, and the President shall have the power to appoint the members
thereof.
NOTICE TO DIRECTORS, OFFICERS AND COMMITTEE MEMBERS
Section 12. Any notice required to be given to any director, officer
or committee member under the provisions of these By-Laws or otherwise shall be
duly and sufficiently given if mailed to such director, officer or committee
member at his address as the same appears on the stock books of the Company (or,
in the case of an officer who is not a stockholder, at his address appearing on
the payroll records), or if given personally or by telephone, telegram or
radiogram. Such notice shall be completely given upon mailing, or upon personal
or telephonic notification, or upon the sending of a telegram or radiogram, to
such director, officer or committee member, as the case may be, at his home
address as the same appears on the books of the Company. Any such notice may be
waived by any director, officer or committee member to whom it is required to be
given either before or after the meeting or occurrence for which such notice is
required.
OFFICERS
Section 13A. The Board of Directors immediately after the annual
meeting of the stockholders shall meet and elect or appoint a Chairman of the
Board of Directors, President, Vice President, Secretary and Treasurer. They may
appoint such other officers as the needs of the corporation may from time to
time require. All officers shall serve for one year, or until the election and
qualification of their successors, subject to the power of the directors to
remove any officer at pleasure by a majority vote of the Board. Any two offices
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except those of the President and Vice President may be held by the same person.
The compensation of the officers shall be fixed by the Board of Directors.
Section 13B. President. In the absence of the Chairman of the Board,
the President shall preside at all meetings of the Board of Directors and shall
act as temporary chairman at and call to order all meetings of the stockholders.
If the Chairman of the Board of Directors shall be designated as chief executive
officer, the President shall exercise such powers and duties as may be
prescribed by the Chairman of the Board. In the absence of the designation of
the Chairman of the Board as chief executive officer, the President shall be
chief executive officer of the Corporation and shall perform all duties commonly
incident to his office, and shall have general supervision of the affairs of the
Corporation, subject to the approval of the Board of Directors. At the first
regular meeting of the Board of Directors of the corporation in each year, the
President shall submit a complete report of the operations and the business of
the corporation for the previous fiscal year, together with a statement of the
corporation's affairs at the close of such year, and shall submit a similar
report at each annual meeting of the stockholders.
The President shall also report to the Board from time to time all
matters coming to his notice, relating to the interests of the corporation that
should be brought to the attention of the Board.
Section 13C. Vice President. The Vice President shall have and
exercise all the powers and duties of the President in case of his absence or
inability to act, and shall perform such other duties as may be prescribed by
the Board of Directors.
Section 13D. Secretary. The Secretary shall attend all meetings of
the Board of Directors and of the stockholders, and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose. The
secretary shall give or cause to be given notice of all meetings of the
stockholders and the Board of Directors, and shall affix the seal of the
corporation to such papers as may require it. He shall have charge of the
corporation's seal, the stock certificate book and such other books and papers
as the Board of Directors may prescribe. The Secretary shall make such reports
of the Board of Directors as they may request, and shall prepare and cause to be
filed such reports and statements as may be required by law.
Section 13E. Treasurer. The Treasurer shall have the care and
custody of all the funds and securities of the corporation and shall deposit the
same in the name of the corporation in such bank or banks as the Board of
Directors may designate, and shall disburse the same under such rules and
regulations as may be made by the Board of Directors, and shall perform such
other duties as the Board of Directors may from time to time prescribe. The
Treasurer shall keep full and accurate accounts of receipts and disbursements in
books belonging to the corporation, and shall see that all expenditures are duly
authorized and are evidenced by proper receipts and vouchers. The Treasurer
shall render to the President and Directors at the regular meetings of the Board
of Directors, or whenever they may require it, an account of all his
transactions as Treasurer, and of the financial condition of the corporation,
and shall also make a full report of the financial condition of the corporation
at each annual meeting of the stockholders.
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Section 13F. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and the
Board of Directors and he shall perform such other duties and exercise such
other powers as the Board of Directors or the Executive Committee may prescribe.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14. Elimination of Certain Liability. A Director of the
Company shall not be personally liable to the Company or its Stockholders for
damages for breach of any duty owed to the Company or its Stockholders, except
to the extent such personal liability may not be eliminated or limited under the
New Jersey Business Corporation Act as the same exists or may hereafter be
amended.
An Officer of the Company shall not be personally liable to the Company or its
Stockholders for damages for breach of any duty owed to the Company or its
Stockholders, except to the extent and for the duration of any period of time
such personal liability may not be eliminated or limited under the New Jersey
Business Corporation Act as the same exists or may hereafter be amended.
Section 14A. Indemnification and Insurance
(a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, or any appeal therein or any inquiry or investigation which could
lead to such action, suit or proceeding (a "proceeding"), by reason of his/her
being or having been a Director or Officer of the Company or of any constituent
corporation absorbed by the Company in a consolidation or merger, or by reason
of his/her being or having been a Director, Officer, Trustee, Employee or Agent
of any other corporation (domestic or foreign) or of any partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise
(whether or not for profit), serving as such at the request of the Company, or
the legal representative of any such Director, Officer, Trustee, Employee or
Agent, shall be indemnified and held harmless by the Company to the fullest
extent permitted by the New Jersey Business Corporation Act, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said Act permitted prior to such amendment), from
and against any and all reasonable costs, disbursements and attorney's fees, and
any and all amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties, incurred or suffered in connection with any such
proceeding, and such indemnification shall continue as to a person who has
ceased to be a Director, Officer, Trustee, Employee or Agent and shall inure to
the benefit of his/her heirs, executors, administrators and assigns; provided,
however, that, except as provided in Section 14A. (b) hereof, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was specifically authorized by the Board of Directors of the
Company. The right to indemnification conferred in this subsection shall be a
contract right and shall include the right to be paid by the Company the
expenses incurred in connection with any proceeding
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in advance of the final disposition of such proceeding as authorized by the
Board of Directors; provided, however, that, if the New Jersey Business
Corporation Act so requires, the payment of such expenses incurred by a Director
or Officer in his/her capacity as a Director or Officer in advance of the final
disposition of a proceeding shall be made only upon receipt by the Company of an
undertaking, by or on behalf of such Director or Officer, to repay all amounts
so advanced unless it shall ultimately be determined that such Director or
Officer is entitled to be indemnified under this subsection or otherwise. The
Company may, by action of the Board of Directors, provide for indemnification
and advancement of expenses to Employees and Agents of the Company with the same
scope and effect as the foregoing indemnification of Directors and Officers.
(b) Right of Claimant to Bring Suit. If a claim under Section 14A.
(a) of this subsection is not paid in full by the Company within thirty days
after a written request has been received by the Company, the claimant may at
any time thereafter apply to a court for an award of indemnification by the
Company for the unpaid amount of the claim and, if successful on the merits or
otherwise in connection with any proceeding, or in the defense of any claim,
issue or matter therein, the claimant shall be entitled also to be paid by the
Company any and all expenses incurred or suffered in connection with such
proceeding. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advancement of expenses incurred in
connection with any proceeding where the required undertaking, if any, has been
tendered to the Company) that the claimant has not met the standard of conduct
which makes it permissible under the New Jersey Business Corporation Act for the
Company to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, independent legal counsel or its
Stockholders) to have made a determination prior to the commencement of such
proceeding that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
New Jersey Business Corporation Act, nor an actual determination by the Company
(including its Board of Directors, independent legal counsel or its
Stockholders) that the claimant has not met such applicable standard of conduct,
nor the termination of any proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and
advancement of expenses provided by or granted pursuant to this Section 14A.
shall not exclude or be exclusive of any other rights to which any person may be
entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders or otherwise, provided that no indemnification shall be made to or
on behalf of such person if a judgment or other final adjudication adverse to
such person establishes that such person has not met the applicable standard of
conduct required to be met under the New Jersey Business Corporation Act.
(d) Insurance. The Company may purchase and maintain insurance on
behalf of any Director, Officer, Employee or Agent of the Company or another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any expenses incurred in any proceeding and any liabilities
asserted against him/her by reason of such person being or having been such a
Director, Officer, Employee or Agent, whether or not
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the Company would have the power to indemnify such person against such expenses
and liabilities under the provisions of this Section 14A. or otherwise.
GENERAL COUNSEL
Section 15. The Board of Directors shall annually appoint a General
Counsel of the Company whose duty it shall be to afford and communicate to the
officers, directors and committees, in writing or otherwise, whenever requested,
such counsel, legal advice and information as may be requested to guide them in
the discharge and performance of their duties.
OFFICIAL BONDS
Section 16. The Treasurer, and such other officers and employees as
the Board of Directors may designate, shall give bonds in such sums and with
such securities and conditions as the Board may require. The President shall
have custody of all such bonds.
FISCAL YEAR
Section 17. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SIGNATURES
Section 18. All checks issued by the Company shall bear the
signatures or facsimile signatures of at least two persons designated by the
Board of Directors.
All other notes, drafts, orders for the payment of money and all
other documents requiring the signature of an officer or officers of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
BOOKS OF THE COMPANY
Section 19. No stockholders, other than an officer or director,
shall have any right to inspect any account or book or document of the Company
except as such right may be conferred by law or authorized by the Board of
Directors after evidence satisfactory to the Board is presented that such
inspection is desired for a proper purpose.
AMENDMENTS
Section 20. Not withstanding any other provision contained in these
By-laws to the contrary, Sections 7A and 7B and this Section 20 of these By-laws
may be altered, amended, supplemented or repealed only by the affirmative vote
of 66-2/3 % or more of the voting power of all of the shares of the Company
entitled to vote generally in the election of directors, voting together as a
single class.
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Subject to the foregoing, these By-laws may be altered, amended, supplemented or
repealed and new By-laws may be adopted by the Board of Directors at any
meeting, provided that ten days' notice, in writing has been given to each
director of any proposed alteration, amendment, supplemental repeal or adoption.
The affirmative vote of a majority of the whole Board shall be necessary to
accomplish any proposed alteration, amendment, supplement, repeal or adoption.
Any By-law may be altered, amended, supplemented, repealed or adopted without
such previous notice by the vote of three-fourths of the whole Board.
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