Exhibit 3.48
SECOND AMENDED AND RESTATED BY-LAWS
OF
WCI COMMUNITIES, INC.
(dated ________,2001)
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ARTICLE I.
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the corporation for
the purpose of electing directors and for the transaction of such other business
as may properly be brought before the meeting shall be held on such date, and at
such time and place within or without the State of Delaware as may be designated
from time to time by the Board of Directors.
Section 2. Special meetings of the stockholders shall be called at any time
by the Secretary or any other officer, whenever directed by a majority of the
Board of Directors, or by the Chief Executive Officer or President. The purpose
or purposes of the proposed meeting shall be included in the notice setting
forth such call.
Section 3. Except as otherwise provided by law, notice of the time, place
and, in the case of a special meeting, the purpose or purposes of the meeting of
stockholders shall be delivered personally or mailed not earlier than sixty, nor
less than ten days previous thereto, to each stockholder of record entitled to
vote at the meeting at such address as appears on the records of the
corporation. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the corporation. Notice
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy unless such attendance is for the express purpose
of objecting, at the beginning of such meeting, to the transactions of any
business because the meeting is not lawfully called or convened.
Section 4. The holders of a majority in voting power of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Restated Certificate of Incorporation or these Second Amended and Restated
By-Laws; but if at any regularly called meeting of stockholders there be less
than a quorum present, the stockholders present may adjourn the meeting from
time to time without further notice other than announcement at the meeting until
a quorum shall be present or represented. 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 original meeting. 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.
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Section 5. The Chairman of the Board, the Chief Executive Officer, the
President or a majority of the Board of Directors shall call all meetings of the
stockholders. The Chief Executive Officer, the President or the Board of
Directors, as the case may be, shall appoint a Chairman of such meeting. The
Secretary of the corporation or, in such officer's absence, an Assistant
Secretary shall act as secretary of the meeting. If neither the Secretary nor an
Assistant Secretary is present, the Chairman of the meeting shall appoint a
secretary of the meeting. Unless otherwise determined by the Board of Directors
prior to the meeting, the Chairman of the meeting shall determine the order of
business and shall have the authority in his or her discretion to regulate the
conduct of any such meeting, including, without limitation, by imposing
restrictions on the persons (other than stockholders of the corporation or their
duly appointed proxies) who may attend any such meeting, whether any stockholder
or stockholders' proxy may be excluded from any meeting of stockholders based
upon any determination by the Chairman, in his or her sole discretion, that any
such person has unduly disrupted or is likely to disrupt the proceedings
thereat, and the circumstances in which any person may make a statement or ask
questions at any meeting of stockholders. The Chairman of the meeting shall have
authority to adjourn any meeting of stockholders.
Section 6. At all meetings of stockholders, any stockholder entitled to
vote thereat shall be entitled to vote in person or by proxy, but no proxy shall
be voted after three years from its date, unless such proxy provides for a
longer period. Without limiting the manner in which a stockholder may authorize
another person or persons to act for the stockholder as proxy pursuant to the
General Corporation Law of the State of Delaware, the following shall constitute
a valid means by which a stockholder may grant such authority: (1) a stockholder
may execute a writing authorizing another person or persons to act for the
stockholder as proxy, and execution of the writing may be accomplished by the
stockholder or the stockholder's authorized officer, director, employee or agent
signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature; or (2) a stockholder may authorize another person or persons to act
for the stockholder as proxy by transmitting or authorizing the transmission of
a telegram, cablegram, or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission, provided that any
such telegram, cablegram or other means of electronic transmission must either
set forth or be submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the judge or judges of stockholder votes or,
if there are no such judges, such other persons making that determination shall
specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to the preceding paragraph of this
Section 6 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.
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Proxies shall be filed with the Secretary of the meeting prior to or at the
commencement of the meeting to which they relate.
Section 7. When a quorum is present at any meeting, the vote of the holders
of a majority in voting power of the stock present in person or represented by
proxy and entitled to vote on the matter shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute or of the Restated Certificate of Incorporation or these Second
Amended and Restated By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question,
except, however, that shares of its own stock belonging to the corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held by the corporation,
shall neither be entitled to vote nor counted for quorum purposes. Nothing in
this Section shall be construed as limiting the right of the corporation to vote
its own stock held by it in a fiduciary capacity.
Section 8. In order that the corporation may determine the stockholders (a)
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof or (b) entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date (i) in the case of clause (a) above, shall not
be more than sixty nor less than ten days before the date of such meeting, (ii)
in the case of clause (b) above, shall not be more than sixty days prior to such
action. If for any reason the Board of Directors shall not have fixed a record
date for any such purpose, the record date for such purpose shall be determined
as provided by law. Only those stockholders of record on the date so fixed or
determined shall be entitled to any of the foregoing rights, notwithstanding the
transfer of any such stock on the books of the corporation after any such record
date so fixed or determined.
Section 9. The officer who has charge of the stock ledger of the
corporation shall prepare and make at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of meeting,
or, if not so specified, at the place where the meeting is to be held. The list
shall also be produced at the time and kept at the place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
The original or duplicate ledger shall be the only evidence as to who are the
stockholders entitled to examine such list or the books of the corporation or to
vote in person or by proxy at such meeting.
Section 10. The Board of Directors, in advance of all meetings of the
stockholders, shall appoint one or more judges of stockholder votes, who may be
stockholders or their proxies, but not directors of the corporation or
candidates for office. In the event that the Board of Directors fails to so
appoint judges of stockholder votes or, in the event that one or more judges of
stockholder votes previously designated by the Board of Directors fails to
appear
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or act at the meeting of stockholders, the Chairman of the meeting may appoint
one or more judges of stockholder votes to fill such vacancy or vacancies.
Judges of stockholder votes appointed to act at any meeting of the stockholders,
before entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of judge of stockholder votes with strict impartiality and
according to the best of their ability and the oath so taken shall be subscribed
by them. Judges of stockholder votes shall, subject to the power of the Chairman
of the meeting to open and close the polls, take charge of the polls, and, after
the voting, shall make a certificate of the result of the vote taken.
Section 11. (A) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors of the corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the corporation's notice of meeting delivered
pursuant to Article 1, Section 3 of this Second Amended and Restated By-Laws,
(b) by or at the direction of the Chairman of the Board, the Chief Executive
Officer or the President or (c) by any stockholder of the corporation who is
entitled to vote at the meeting, who complied with the notice procedures set
forth in subparagraphs (2) and (3) of this paragraph (A) of this Second Amended
and Restated By-Laws and who was a stockholder of record at the time such notice
is delivered to the Secretary of the corporation.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 11, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation, and, in the case of business other
than nominations, such other business must be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the corporation not less than 90 days nor
more than 120 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 advanced by more than 20 days, or delayed by more than 70 days, from such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation l4A under the
Securities Exchange Act of 1934, as amended (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 elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and of
such beneficial owner and (ii) the class, series and number of shares of the
corporation which are owned beneficially and of record by such stockholder and
such beneficial owner and (iii) if the
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stockholder intends to solicit proxies in support of such stockholder's
proposal, a representation to that effect. No business shall be conducted at an
annual meeting of stockholders except in accordance with this Section 11(A)(2),
and the Chairman of the meeting may refuse to permit any business to be brought
before an annual meeting without compliance with the foregoing procedures or if
the stockholder solicits proxies in support of such stockholder's proposal
without such stockholder having made the representation required by clause
(c)(iii) of the preceding sentence.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this Section 11 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the corporation is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least eighty
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 11 shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
corporation.
(B) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting pursuant to Article I,
Section 2 of this Second Amended and Restated By-Laws. 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 corporation's
notice of meeting (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Second Amended and
Restated By-Laws and who is a stockholder of record at the time such notice is
delivered to the Secretary of the corporation. Nominations by stockholders of
persons for election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice as required by paragraph
(A)(2) of this Section 11 shall be delivered to the Secretary at the principal
executive offices of the corporation not earlier than the 120th day prior to
such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the tenth day 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.
(C) General (1) Only persons who are nominated in accordance with the
procedures set forth in this Section 11 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 11. Except as otherwise provided by law, the Restated
Certificate of Incorporation or these Second Amended and Restated By-Laws, the
Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in these Second Amended and Restated
By-Laws and, if any proposed nomination or business is not in compliance with
these Second Amended and Restated By-Laws, to declare that such defective
nomination shall be disregarded or that such proposed business shall not be
transacted.
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(2) For purposes of this Section 11, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(3) For purposes of this Section 11, no adjournment nor notice of
adjournment of any meeting shall be deemed to constitute a new notice of such
meeting for purposes of this Section 11, and in order for any notification
required to be delivered by a stockholder pursuant to this Section 11 to be
timely, such notification must be delivered within the periods set forth above
with respect to the originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this Section 11, 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 in this Section 11. Nothing shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE II.
BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation shall consist of such
number of directors, not less than three, as shall from time to time be fixed
exclusively by resolution of the Board of Directors. The directors shall be
divided into three classes in the manner set forth in the Restated Certificate
of Incorporation of the corporation, each class to be elected for the term set
forth therein. Directors shall (except as hereinafter provided for the filling
of vacancies and newly created directorships) be elected by the holders of a
plurality of the voting power present in person or represented by proxy and
entitled to vote. A majority of the total number of directors then in office
(but not less than one-third of the number of directors constituting the entire
Board of Directors) shall constitute a quorum for the transaction of business
and, except as otherwise provided by law or by the corporation's Restated
Certificate of Incorporation, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. Directors need not be stockholders.
Section 2. Meetings of the Board of Directors shall be held at such place
within or without the State of Delaware as may from time to time be fixed by
resolution of the Board or as may be specified in the notice of any meeting.
Regular meetings of the Board of Directors shall be held at such times as may
from time to time be fixed by resolution of the Board and special meetings may
be held at any time upon the call of the Chairman of the Board, the Chief
Executive Officer, the President or a majority of the directors, by oral, or
written notice including, telegraph, telex or transmission of a telecopy, e-mail
or other means of transmission, duly served on or sent or mailed to each
director to such director's address or telecopy number as shown on the books of
the corporation not less than one day before the meeting. The notice of any
meeting need not specify the purposes thereof. A meeting of the Board may be
held without notice immediately after the annual meeting of stockholders at the
same place at which such meeting is held. Notice need not be given of regular
meetings of the Board held at times fixed by resolution of the Board. Notice of
any meeting need not be given to any director who shall
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attend such meeting in person (except when the director 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), or who shall waive notice thereof, before or after such meeting, in
writing.
Section 3. Notwithstanding the foregoing, whenever the holders of any one
or more series of Preferred Stock or Series Common Stock issued by the
corporation shall have the right, voting separately by series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, removal, filling of vacancies and other features of such directorships
shall be governed by the terms of the Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to Article SEVENTH of the Restated Certificate of Incorporation
unless expressly provided by such terms. The number of directors that may be
elected by the holders of any such series of Preferred Stock or Series Common
Stock shall be in addition to the number fixed by or pursuant to this Second
Amended and Restated By-Laws. Except as otherwise expressly provided in the
terms of such series, the number of directors that may be so elected by the
holders of any such series of stock shall be elected for terms expiring at the
next annual meeting of stockholders and without regard to the classification of
the members of the Board of Directors as set forth in Section 1 hereof, and
vacancies among directors so elected by the separate vote of the holders of any
such series of Preferred Stock or Series Common Stock shall be filled by the
affirmative vote of a majority of the remaining directors elected by such
series, or, if there are no such remaining directors, by the holders of such
series in the same manner in which such series initially elected a director.
Section 4. If at any meeting for the election of directors, the corporation
has outstanding more than one class of stock, and one or more such classes or
series thereof are entitled to vote separately as a class, and there shall be a
quorum of only one such class or series of stock, that class or series of stock
shall be entitled to elect its quota of directors notwithstanding absence of a
quorum of the other class or series of stock.
Section 5. The Board of Directors may from time to time establish such
other committees to serve at the pleasure of the Board which shall be comprised
of such members of the Board and have such duties as the Board shall from time
to time establish. Any director may belong to any number of committees of the
Board. The Board may also establish such other committees with such members
(whether or not directors) and such duties as the Board may from time to time
determine.
Section 6. Newly created directorships in the Board of Directors that
result from an increase in the number of directors and any vacancy occurring in
the Board of Directors shall be filled only by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director; and the
directors so chosen shall hold office for a term as set forth in the Restated
Certificate of incorporation of the corporation. If any applicable provision of
the General Corporation Law of the State of Delaware expressly confers power on
stockholders to fill such a directorship at a special meeting of stockholders,
such a directorship may be filled at such meeting only by the affirmative vote
of at least 75 percent in voting power of all shares of the corporation entitled
to vote generally in the election of directors, voting as a single class.
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Section 7. Any Director or Directors may be removed, with or without cause,
at any time, by action of the holders of record of the majority of the issued
and outstanding stock of the corporation present in person or by proxy at a
meeting of holders of such stock and entitled to vote thereon.
Section 8. Any Director of the corporation may resign at any time by giving
written notice to the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 9. Unless otherwise restricted by the Restated Certificate of
Incorporation or this Second Amended and Restated By-Laws, 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
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.
Section 10. The members of the Board of Directors or any committee thereof
may participate in a meeting of such Board or committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this subsection shall constitute presence
in person at such a meeting.
Section 11. The Board of Directors may establish policies for the
compensation of directors and for the reimbursement of the expenses of
directors, in each case, in connection with services provided by directors to
the corporation.
ARTICLE III.
OFFICERS
Section 1. The Board of Directors, as soon as may be after each annual
meeting of the stockholders, shall elect officers of the corporation, including
a Chairman of the Board, the Chief Executive Officer or President, a Chief
Financial Officer and a Secretary. The Board of Directors may also from time to
time elect such other officers (including one or more Vice Presidents, a
Treasurer, one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers) as it may deem proper or may
delegate to any elected officer of the corporation the power to appoint and
remove any such other officers and to prescribe their respective terms of
office, authorities and duties. Any Vice President may be designated Executive,
Senior or Corporate, or may be given such other designation or combination of
designations as the Board of Directors may determine. Any two or more offices
may be held by the same person.
Section 2. All officers of the corporation elected by the Board of
Directors shall hold office for such term as may be determined by the Board of
Directors or until their
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respective successors are chosen and qualified. Any officer may be removed from
office at any time either with or without cause by the affirmative vote of a
majority of the members of the Board then in office, or, in the case of
appointed officers, by any elected officer upon whom such power of removal shall
have been conferred by the Board of Directors.
Section 3. Each of the officers of the corporation elected by the Board of
Directors or appointed by an officer in accordance with these Second Amended and
Restated By-laws shall have the powers and duties prescribed by law, by the
Second Amended and Restated By-Laws or by the Board of Directors and, in the
case of appointed officers, the powers and duties prescribed by the appointing
officer, and, unless otherwise prescribed by this Second Amended and Restated
By-Laws or by the Board of Directors or such appointing officer, shall have such
further powers and duties as ordinarily pertain to that office. The Chairman of
the Board or the President, as determined by the Board of Directors, shall be
the Chief Executive Officer and shall have the general direction of the affairs
of the corporation.
Section 4. Unless otherwise provided in these Second Amended and Restated
By-Laws, in the absence or disability of any officer of the corporation, the
Board of Directors may, during such period, delegate such officer's powers and
duties to any other officer or to any director and the person to whom such
powers and duties are delegated shall, for the time being, hold such office.
ARTICLE IV.
CERTIFICATES OF STOCK
Section 1. The shares of stock of the corporation shall be represented by
certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of the
corporation's stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the Chairman, or Vice Chairman, if any, of the Board of Directors, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation, or as otherwise
permitted by law, representing the number of shares registered in certificate
form. Any or all the signatures on the certificate may be a facsimile. No
certificate shall be issued for partly paid shares
Section 2. Transfers of stock shall be made on the books of the corporation
by the holder of the shares in person or by such holder's attorney upon
surrender and cancellation of certificates for a like number of shares, or as
otherwise provided by law with respect to uncertificated shares.
Section 3. No certificate for shares of stock in the corporation shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction and upon delivery to the corporation of a bond
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of indemnity in such amount, upon such terms and secured by such surety, as the
Board of Directors in its discretion may require.
ARTICLE V.
CORPORATE BOOKS
The books of the corporation may be kept outside of the State of Delaware
at such place or places as the Board of Directors may from time to time
determine.
ARTICLE VI.
CHECKS, NOTES, PROXIES, ETC.
All checks and drafts on the corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be hereunto authorized from time to time by
the Board of Directors. Proxies to vote and consents with respect to securities
of other corporations owned by or standing in the name of the corporation may be
executed and delivered from time to time on behalf of the corporation by the
Chairman of the Board, the President, or by such officers as the Board of
Directors may from time to time determine.
ARTICLE VII.
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December following.
ARTICLE VIII.
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation. In lieu of the corporate seal, when so authorized by the Board of
Directors or a duly empowered committee thereof, a facsimile thereof may be
impressed or affixed or reproduced.
ARTICLE IX.
AMENDMENTS
These Second Amended and Restated By-Laws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was given in the notice of
the meeting of the stockholders or, in the case of a meeting of the Board of
Directors, in a notice given not less than two days prior to the meeting;
provided, however, that, notwithstanding any other provisions of these Second
Amended and Restated By-Laws or any provision of law which might otherwise
permit a lesser
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vote of the stockholders, the affirmative vote of the holders of at least 75
percent in voting power of all shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required in order for the stockholders to alter, amend or repeal Section 2
and Section 11 of Article I, Sections 1 and 2 of Article II or this proviso to
this Article IX of these Second Amended and Restated By-Laws or to adopt any
provision inconsistent with any of such Sections or with this proviso.