EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
ASSOCIATED MATERIALS INCORPORATED
Table of Contents
Page
ARTICLE I STOCKHOLDERS...................................... 1
Section 1. Annual Meeting.................................... 1
Section 2. Special Meetings.................................. 1
Section 3. Notice of Meetings................................ 1
Section 4. Quorum............................................ 1
Section 5. Organization of Meetings.......................... 1
Section 6. Voting............................................ 2
Section 7. Inspectors of Election............................ 2
Section 8. Action by Consent................................. 2
ARTICLE II DIRECTORS......................................... 3
Section 1. Number, Quorum, Term, Vacancies, Removal.......... 3
Section 2. Meetings, Notice.................................. 3
Section 3. Committees........................................ 4
Section 4. Action by Consent................................. 4
Section 5. Compensation...................................... 4
ARTICLE III OFFICERS.......................................... 4
Section 1. Titles and Election............................... 4
Section 2. Terms of Office................................... 4
Section 3. Removal........................................... 4
Section 4. Resignations...................................... 4
Section 5. Vacancies......................................... 5
Section 6. Chairman of the Board............................. 5
Section 7. President......................................... 5
Section 8. Vice Presidents................................... 5
Section 9. Secretary......................................... 5
Section 10. Treasurer......................................... 5
Section 11. Duties of Officers may be Delegated............... 6
ARTICLE IV INDEMNIFICATION................................... 6
Section 1. Suits By Third Parties............................ 6
Section 2. Suits in the Name of the Corporation.............. 6
Section 3. Successful Defense................................ 6
Section 4. Determination to Indemnify........................ 7
Section 5. Provisions Nonexclusive........................... 7
Section 6. Insurance......................................... 7
Section 7. Surviving Corporation............................. 7
Section 8. Continuing Indemnification........................ 7
ARTICLE V CAPITAL STOCK..................................... 8
Section 1. Certificates...................................... 8
Section 2. Transfer.......................................... 8
Section 3. Record Dates...................................... 8
Section 4. Lost Certificates................................. 8
ARTICLE VI CHECKS, NOTES, ETC................................ 9
Section 1. Checks, Notes, Etc................................ 9
ARTICLE VII MISCELLANEOUS PROVISIONS.......................... 9
Section 1. Offices........................................... 9
Section 2. Fiscal Year....................................... 9
Section 3. Corporate Seal.................................... 9
Section 4. Books............................................. 9
Section 5. Voting of Stock................................... 9
ARTICLE VIII AMENDMENTS........................................ 9
Section 1. Amendments........................................ 9
(i)
AMENDED AND RESTATED
BY-LAWS
OF
ASSOCIATED MATERIALS INCORPORATED
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held either within or without the State
of Delaware, at such place as the Board of Directors may designate in the call
or in a waiver of notice thereof, on the first Monday in January of each year
beginning with the year 2003 (or if such day be a legal holiday, then on the
next succeeding day not a holiday) at 10 a.m., for the purpose of electing
directors and for the transaction of such other business as may properly be
brought before the meeting.
Section 2. Special Meetings. Special Meetings of the
stockholders may be called by the Board of Directors or by the President, and
shall be called by the President or by the Secretary upon the written request of
the holders of record of at least twenty-five per cent (25%) of the shares of
stock of the Corporation, issued and outstanding and entitled to vote, at such
times and at such place either within or without the State of Delaware as may be
stated in the call or in a waiver of notice thereof.
Section 3. Notice of Meetings. Notice of the time, place and
purpose of every meeting of stockholders shall be delivered personally or mailed
not less than ten days nor more than sixty days previous thereto to each
stockholder of record entitled to vote, at his post office address appearing
upon the records of the Corporation or at such other address as shall be
furnished in writing by him to the Corporation for such purpose. Such further
notice shall be given as may be required by law or by these By-Laws. Any meeting
may be held without notice if all stockholders entitled to vote are present in
person or by proxy, or if notice is waived in writing, either before or after
the meeting, by those not present.
Section 4. Quorum. The holders of record of at least a
majority of the shares of the stock of the Corporation, issued and outstanding
and entitled to vote, present in person or by proxy, shall, except as otherwise
provided by law or by these By-Laws, constitute a quorum at all meetings of the
stockholders; if there be no such quorum, the holders of a majority of such
shares so present or represented may adjourn the meeting from time to time until
a quorum shall have been obtained.
Section 5. Organization of Meetings. Meetings of the
stockholders shall be presided over by the Chairman of the Board, if there be
one, or if he is not present by the President, or if he is not present, by a
chairman to be chosen at the meeting. The Secretary of the Corporation, or in
his absence an Assistant Secretary, shall act as Secretary of the meeting, if
present.
Section 6. Voting. At each meeting of stockholders, except as
otherwise provided by statute or the Certificate of Incorporation, every holder
of record of stock entitled to vote shall be entitled to one vote in person or
by proxy for each share of such stock standing in his name on the records of the
Corporation. Elections of directors shall be determined by a plurality of the
votes cast thereat and, except as otherwise provided by statute, the Certificate
of Incorporation, or these By-Laws, all other action shall be determined by a
majority of the votes cast at such meeting. Each proxy to vote shall be in
writing and signed by the stockholder or by his duly authorized attorney.
At all elections of directors, the voting shall be by ballot
or in such other manner as may be determined by the stockholders present in
person or by proxy entitled to vote at such election. With respect to any other
matter presented to the stockholders for their consideration at a meeting, any
stockholder entitled to vote may, on any question, demand a vote by ballot.
A complete list of the stockholders entitled to vote at each
such meeting, arranged in alphabetical order, with the address of each, and the
number of shares registered in the name of each stockholder, shall be prepared
by the Secretary and 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
the 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.
Section 7. Inspectors of Election. The Board of Directors in
advance of any meeting of stockholders may appoint one or more Inspectors of
Election to act at the meeting or any adjournment thereof. If Inspectors of
Election are not so appointed, the chairman of the meeting may, and on the
request of any stockholder entitled to vote, shall appoint one or more
Inspectors of Election. Each Inspector of Election, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election at such meeting with strict impartiality and
according to the best of his ability. If appointed, Inspectors of Election shall
take charge of the polls and, when the vote is completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.
Section 8. Action by Consent. Any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if, prior to such action, a written
consent or consents thereto, setting forth such action, is signed by the holders
of record of shares of the stock of the Corporation, issued and outstanding and
entitled to vote thereon, having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
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ARTICLE II
DIRECTORS
Section 1. Number, Quorum, Term, Vacancies, Removal. The Board
of Directors of the Corporation shall consist of at least three but no more than
nine persons. The number of directors may be changed by a resolution passed by a
majority of the whole Board or by a vote of the holders of record of at least a
majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote.
A majority of the members of the Board of Directors then
holding office (but not less than one-third of the total number of directors nor
less than two directors) shall constitute a quorum for the transaction of
business, but if at any meeting of the Board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum shall have been obtained.
Directors shall hold office until the next annual election and
until their successors shall have been elected and shall have qualified, unless
sooner displaced.
Whenever any vacancy shall have occurred in the Board of
Directors, by reason of death, resignation, or otherwise, other than removal of
a director with or without cause by a vote of the stockholders, it shall be
filled by a majority of the remaining directors, though less than a quorum
(except as otherwise provided by law), or by the stockholders, and the person so
chosen shall hold office until the next annual election and until his successor
is duly elected and has qualified.
Any one or more of the directors of the Corporation may be
removed either with or without cause at any time by a vote of the holders of
record of at least a majority of the shares of stock of the Corporation, issued
and outstanding and entitled to vote, and thereupon the term of the director or
directors who shall have been so removed shall forthwith terminate and there
shall be a vacancy or vacancies in the Board of Directors, to be filled by a
vote of the stockholders as provided in these By-Laws.
Section 2. Meetings, Notice. Meetings of the Board of
Directors shall be held at such place either 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 call or in a waiver of notice thereof. 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 two directors, the Chairman of the Board, if one be
elected, or the President, by oral, telegraphic or written notice, duly served
on or sent or mailed to each director not less than two days before such
meeting. 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 was held.
Notice need not be given of regular meetings of the Board. Any meeting may be
held without notice, if all directors are present, or if notice is waived in
writing, either before or after the meeting, by those not present. Any member of
the Board of Directors, or any committee thereof, may participate in a meeting
by means of conference telephone or similar communications equipment
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by means of which all persons participating in the meeting can hear each other
and participation in a meeting by such means shall constitute presence in person
at such meeting.
Section 3. Committees. The Board of Directors may, in its
discretion, by resolution passed by a majority of the whole Board, designate
from among its members one or more committees which shall consist of one or more
directors. The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent or disqualified member at any
meeting of the committee. Such committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution appointing them. A
majority of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board shall have power at any time to change the membership of any such
committee, to fill vacancies in it, or to dissolve it.
Section 4. Action by Consent. 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 prior to such action a written
consent or consents thereto is signed by all members of the Board, or of such
committee as the case may be, and such written consent or consents is filed with
the minutes of proceedings of the Board or committee.
Section 5. Compensation. The Board of Directors may determine,
from time to time, the amount of compensation which shall be paid to its
members. The Board of Directors shall also have power, in its discretion, to
allow a fixed sum and expenses for attendance at each regular or special meeting
of the Board, or of any committee of the Board; in addition the Board of
Directors shall also have power, in its discretion, to provide for and pay to
directors rendering services to the Corporation not ordinarily rendered by
directors, as such, special compensation appropriate to the value of such
services, as determined by the Board from time to time.
ARTICLE III
OFFICERS
Section 1. Titles and Election. The officers of the
Corporation, who shall be chosen by the Board of Directors at its first meeting
after each annual meeting of stockholders, shall be a President, a Treasurer and
a Secretary. The Board of Directors from time to time may elect a Chairman of
the Board, one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers and agents as it shall deem necessary, and
may define their powers and duties. Any number of offices may be held by the
same person.
Section 2. Terms of Office. The officer shall hold office
until their successors are chosen and qualify.
Section 3. Removal. Any officer may be removed, either with or
without cause, at any time, by the affirmative vote of a majority of the Board
of Directors.
Section 4. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors or to the Secretary. Such
resignation shall take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
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Section 5. Vacancies. If the office of any officer or agent
becomes vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the directors may choose a successor, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
Section 6. Chairman of the Board. The Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of the Board of
Directors and of the stockholders, and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors.
Section 7. President. The President shall be the Chief
Executive Officer of the Corporation and, in the absence of the Chairman, shall
preside at all meetings of the Board of Directors, and of the stockholders. He
shall exercise the powers and perform the duties usual to the chief executive
officer and, subject to the control of the Board of Directors, shall have
general management and control of the affairs and business of the Corporation;
he shall appoint and discharge employees and agents of the Corporation (other
than officers elected by the Board of Directors) and fix their compensation; and
he shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall have the power to execute bonds, mortgages and
other contracts, agreements and instruments of the Corporation, and shall do and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.
Section 8. Vice Presidents. If chosen, the Vice Presidents, in
the order of their seniority, shall, in the absence or disability of the
President, exercise all of the powers and duties of the President. Such Vice
Presidents shall have the power to execute bonds, notes, mortgages and other
contracts, agreements and instruments of the Corporation, and shall do and
perform such other duties incident to the office of Vice President and as the
Board of Directors, or the President shall direct.
Section 9. Secretary. The Secretary shall attend all sessions
of the Board and all meetings of the stockholders and record all votes and the
minutes of proceedings in a book to be kept for that purpose. He shall give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors. The Secretary shall affix the corporate seal to any
instrument requiring it, and when so affixed, it shall be attested by the
signature of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer who may affix the seal to any such instrument in the event
of the absence or disability of the Secretary. The Secretary shall have and be
the custodian of the stock records and all other books, records and papers of
the Corporation (other than financial) and shall see that all books, reports,
statements, certificates and other documents and records required by law are
properly kept and filed.
Section 10. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the directors whenever
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they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
Section 11. Duties of Officers may be Delegated. In case of
the absence or disability of any officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may delegate, for the time
being, the powers or duties, or any of them, of such officer to any other
officer, or to any director.
ARTICLE IV
INDEMNIFICATION
Section 1. Suits By Third Parties. The Corporation shall
indemnify any person who was or is in a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, association or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
Section 2. Suits in the Name of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, association or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Section 3. Successful Defense. To the extent that any person
referred to in Sections 1 and 2 of Article IV hereof has been successful on the
merits or otherwise in defense of
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any action, suit or proceeding referred to in such Sections, or in defense or
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 4. Determination to Indemnify. Any indemnification
under Sections 1 and 2 of Article IV hereof (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth
therein. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.
Section 5. Provisions Nonexclusive. The indemnification
provided by, or granted pursuant to, this Article IV shall not be deemed
exclusive of any other rights to which any person seeking indemnification may be
entitled, under the Certificate of Incorporation or under any other bylaw,
agreement, insurance policy, vote of stockholders or disinterested directors,
applicable law or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office.
Section 6. Insurance. By action of the Board of Directors,
notwithstanding any interest of the directors in the action, the Corporation
shall have the power to purchase and maintain insurance, in such amounts as the
Board of Directors deems appropriate, on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as director, officer, employee or agent of another Corporation,
partnership, joint venture, trust, association or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not he is indemnified against such
liability or expense under the provisions of this Article IV and whether or not
the Corporation would have the power or would be required to indemnify him
against such liability under the provisions of this Article IV or of the DGCL or
by any other applicable law.
Section 7. Surviving Corporation. The Board of Directors may
provide by resolution that references to "the Corporation" in this Article IV
shall include, in addition to this Corporation, all constituent corporations
absorbed in a merger with the Corporation so that any person who was a director
or officer of such a constituent corporation or is or was serving at the request
of such constituent corporation as a director, employee or agent of another
corporation, partnership, joint venture, trust, association or other entity
shall stand in the same position under the provisions of this Article IV with
respect to this Corporation as he would if he had served this Corporation in the
same capacity or is or was so serving such other entity at the request of this
Corporation, as the case may be.
Section 8. Continuing Indemnification. The indemnification
provided by, or granted pursuant to, this Article IV shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors, and administrators of such person.
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ARTICLE V
CAPITAL STOCK
Section 1. Certificates. The interest of each stockholder of
the Corporation shall be evidenced by certificates for shares of stock in such
form as the Board of Directors may from time to time prescribe. The certificates
of stock shall be signed by the President or a Vice President and by the
Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant
Treasurer, and countersigned and registered in such manner, if any, as the Board
of Directors may by resolution prescribe. Where any such certificate is
countersigned by a transfer agent other than the Corporation or its employee, or
registered by a registrar other than the Corporation or its employee, the
signature of any such officer may be a facsimile signature. In case any officer
or officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to be
such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures shall have been used thereon had not ceased to
be such officer or officers of the Corporation.
Section 2. Transfer. The shares of stock of the Corporation
shall be transferred only upon the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.
Section 3. Record Dates. The Board of Directors may fix in
advance a date, not less than ten nor more than sixty days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the distribution or allotment of any rights, or the date when any
change, 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 to receive any distribution or allotment of such rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, and in such case only such stockholders as shall be 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 to receive such
distribution or allotment or rights or to exercise such rights, 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.
Section 4. Lost Certificates. In the event that any
certificate of stock is lost, stolen, destroyed or mutilated, the Board of
Directors may authorize the issuance of a new certificate of the same tenor and
for the same number of shares in lieu thereof. The Board may in its discretion,
before the issuance of such new certificate, require the owner of the lost,
stolen, destroyed or mutilated certificate, or the legal representative of the
owner to make an affidavit or affirmation setting forth such facts as to the
loss, destruction or mutilation as it deems necessary, and to give the
Corporation a bond in such reasonable sum as it directs to indemnify the
Corporation.
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ARTICLE VI
CHECKS, NOTES, ETC.
Section 1. Checks, Notes, 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, may
be signed by the President or any Vice President and may also be signed by such
other officer or officers, agent or agents, as shall be thereunto authorized
from time to time by the Board of Directors.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Offices. The registered office of the Corporation
shall be located at the office of The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, in the State of Delaware and said corporation shall be the registered
agent of this Corporation in charge thereof. The Corporation may have other
offices either within or without the State of Delaware at such places as shall
be determined from time to time by the Board of Directors or the business of the
Corporation may require.
Section 2. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.
Section 3. Corporate Seal. The seal of the Corporation shall
be circular in form and contain the name of the Corporation, and the year and
state of its incorporation. Such seal may be altered from time to time at the
discretion of the Board of Directors.
Section 4. Books. There shall be kept at such office of the
Corporation as the Board of Directors shall determine, within or without the
State of Delaware, correct books and records of account of all its business and
transactions, minutes of the proceedings of its stockholders, Board of Directors
and committees, and the stock book, containing the names and addresses of the
stockholders, the number of shares held by them, respectively, and the dates
when they respectively became the owners of record thereof, and in which the
transfer of stock shall be registered, and such other books and records as the
Board of Directors may from time to time determine.
Section 5. Voting of Stock. Unless otherwise specifically
authorized by the Board of Directors, all stock owned by the Corporation, other
than stock of the Corporation, shall be voted, in person or by proxy, by the
President or any Vice President of the Corporation on behalf of the Corporation.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments. The vote of the holders of at least a
majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote, shall be necessary
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at any meeting of stockholders to amend or repeal these By-Laws or to adopt new
by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted,
at any meeting of the Board of Directors by the vote of at least a majority of
the entire Board; provided that any by-law adopted by the Board may be amended
or repealed by the stockholders in the manner set forth above.
Any proposal to amend or repeal these By-Laws or to adopt new
by-laws shall be stated in the notice of the meeting of the Board of Directors
or the stockholders, or in the waiver of notice thereof, as the case may be,
unless all of the directors or the holders of record of all of the shares of
stock of the Corporation, issued and outstanding and entitled to vote, are
present at such meeting.
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