Exhibit 99.A6
Adopted August 7, 1998
B Y - L A W S
OF
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE--The registered office shall be established
and maintained at the office of The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801, County of New Castle, and said corporation
shall be the registered agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES--The Corporation may have offices, either within
or without the State of Delaware, at such place or places as the Board of
Directors may, from time to time, appoint or the business of the Corporation may
require.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS--Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, may be called by the directors or any officer instructed by the
directors to call the meeting and shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice of the
meeting. In the event the Board of Directors fails to so determine the time,
date and place of meeting, the annual meeting of stockholders, commencing with
the year 1999, shall be held on the 16th day of November.
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the
notice of the meeting.
SECTION 2. OTHER MEETINGS.--Meetings of stockholders for any purpose other
than the election of directors may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting.
SECTION 3. TELEPHONIC MEETINGS.--Meetings may be held 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 paragraph shall constitute presence in person at a
meeting.
SECTION 4. VOTING.--Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but
no proxy shall be voted after three years from its date unless such proxy
provides for a longer period. Upon demand of any stockholder, the vote for
directors and the vote upon any question before the meeting shall be by ballot.
All elections for directors shall be decided by plurality vote and all other
questions shall be decided by majority vote, except as otherwise provided by
the Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each and the
number of shares held by each, 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 5. CONDUCT OF MEETING.--Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting: the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the Corporation or, in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
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SECTION 6. INSPECTORS.--The directors, in advance of any meeting, may,
but need not, appoint one or more Inspectors of Election to act at the meeting
or any adjournment thereof. If an Inspector or Inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
Inspectors. In case any person who may be appointed as an Inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
Inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of Inspector at such meeting
with strict impartiality and according to the best of his ability. The
Inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the Inspector or Inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or them.
SECTION 7. QUORUM.--Except as otherwise required by Law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting, from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At such adjourned meeting, the requisite amount of stock
entitled to vote at the meeting, as originally noticed, shall be entitled to
vote at any adjournment or adjournments thereof.
SECTION 8. NOTICE OR WAIVER OF NOTICE OF MEETINGS.--Written notice,
stating the place, date and time of the meeting and the general nature of the
business to be considered, shall be given to each stockholder entitled to vote
thereat at his address as it appears on the records of the Corporation, not less
than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without
the unanimous consent of all the stockholders entitled to vote thereat.
Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends the
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.
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SECTION 9. ACTION WITHOUT MEETING. -- Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. -- The number of directors shall initially be
two or more. The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his successor
shall be elected and shall qualify. Directors need not be stockholders.
SECTION 2. RESIGNATIONS. -- Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein and, if no time be specified,
at the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. -- If the office of any director, member of a
committee or other office becomes vacant, the remaining directors in office,
though less than a quorum, by a majority vote, may appoint any qualified person
to fill such vacancy, such appointee to hold office for the unexpired term and
until his successor shall be duly chosen.
SECTION 4. REMOVAL. -- Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.
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SECTION 5. INCREASE OR DECREASE OF NUMBER.--The number of directors may be
increased or decreased from time to time by resolution of the Board of
Directors or by majority vote of the stockholders at the annual meeting or at a
special meeting called for that purpose and, by like vote, the additional
directors may be chosen at such meeting to hold office until the next annual
election and until their successors are elected and qualify.
SECTION 6. POWERS.--The Board of Directors shall exercise all of the
powers of the Corporation except such as are by Law, or by the Certificate of
Incorporation of the Corporation or by these By-Laws conferred upon or reserved
to the stockholders.
SECTION 7. COMMITTEES.--The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified director.
Any such committee, to the extent provided in the resolution of the Board
of Directors, or in these By-Laws, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it; however, no such committee shall
have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
the By-Laws of the Corporation; and, unless by resolution, these By-Laws, or
the Certificate of Incorporation expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.
SECTION 8. MEETINGS.--The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business if a
quorum be present immediately after the annual meeting of the stockholders or
the time and place of such meeting may be fixed by consent in writing of all
the directors. Attendance of a
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director at a meeting of directors shall constitute a waiver of notice of such
meeting, except when the director attends the 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.
Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the Board may be called by the President or by the
Secretary on the written request of any two directors on at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.
SECTION 9. TELEPHONIC MEETINGS.--Meetings may be held 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 paragraph shall constitute presence in person at a
meeting.
Any member or members of the Board of Directors or of any committee
designated by the Board may participate in a meeting of the Board or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which persons participating in the meeting
can hear each other.
SECTION 10. QUORUM.--A majority of the Board of Directors shall constitute
a quorum for the transaction of business. 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 is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be adjourned.
SECTION 11. COMPENSATION.--Directors shall not receive any stated salary
for their services as directors or as members of committees but, by resolution
of the Board of Directors, fixed fees and expenses of attendance may be allowed
for attendance of each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
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SECTION 12. ACTION WITHOUT MEETING.--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 thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board or such committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS.--The officers of the Corporation shall be a President,
a Treasurer, and a Secretary, all of whom shall be elected by the Board of
Directors and who shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman, one or more
Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they
may deem proper. None of the officers of the Corporation need be directors. The
officers shall be elected at the first meeting of the Board of Directors and at
each annual meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS.--The Board of Directors may appoint
such other officers and agents as it may deem advisable, such officers to hold
their offices for such terms and to exercise such powers and perform such duties
as shall be determined, from time to time, by the Board of Directors.
SECTION 3. CHAIRMAN.--The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors 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 4. PRESIDENT.--The President shall be the chief executive officer
of the Corporation and shall have the general powers and duties of supervision
and management usually vested in the office of President of a corporation. He
shall preside at all meetings of the stockholders, if present thereat and in the
absence or non-election of the Chairman of the Board of Directors, and shall
have general supervision, direction and control of the business of the
Corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages and other
contracts in behalf of the Corporation and shall cause the seal to be affixed to
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any instrument requiring it and, when so affixed, the seal shall be attested by
the signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
SECTION 5. VICE-PRESIDENT. -- Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the Board of
Directors.
SECTION 6. THE TREASURER. -- The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation, as may be
ordered by the Board of Directors or the President, taking proper vouchers for
such disbursements. He shall render to the President and the Board of Directors
at the regular meetings of the Board of Directors, or whenever they may request
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, he shall
give the Corporation a bond for the faithful discharge of his duties in such
amount and with such surety as the Board shall prescribe.
SECTION 7. SECRETARY. -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these By-Laws and, in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President or by the directors or by the stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He shall record
all the proceedings of the meetings of the Corporation and of the directors in
a book to be kept for that purpose and shall perform such other duties as may
be assigned to him by the directors or the President. He shall have the
custody of the seal of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the directors or the President,
and attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. -- Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
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ARTICLE V
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION. - (a) The Corporation shall indemnify, and hold
harmless, to the fullest extent then permitted by law, any person (and the
heirs, executors, and administrators of such person) who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he or she is or was a member of the Board of Directors,
an officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees and disbursements), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding. (b) The Corporation
shall indemnify, and hold harmless, to the fullest extent then permitted by
law, 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 the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fee and disbursements)
actually and reasonably incurred by the person in connection with the defense
or settlement of such action or suit. (c) The Corporation shall pay such fees
and expenses as they are incurred, in advance of the final disposition thereof,
and may pay, in the same manner and to the fullest extent then permitted by
law, such expenses incurred by any other person upon receipt of an undertaking
by or on behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation as authorized under law or this section. (d) Notwithstanding the
foregoing or any other provision of these By-Laws, no advance shall be made by
the Corporation to an agent or non-officer employee if a determination is
reasonably and promptly made by the Board of Directors by a majority vote of
those Directors who have not been named parties to the action, even though less
than a quorum, or, if there are no such Directors or if such Directors so
direct, by independent legal counsel, that, based upon the facts known to the
Board of Directors or such counsel at the time such determination is made: (1)
The person seeking advancement of expenses (i) acted in bad faith, or (ii) did
not act in a manner that he or she reasonably believed to be in or not opposed
to the best interests of the Corporation; (2) with respect to any criminal
proceeding, such person believed or had reasonable cause to believe that his or
her conduct was unlawful; or (3) such person deliberately breached his or her
duty to the Corporation. (e) The indemnification and payment of expenses
provided hereby shall not be
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exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Certificate of Incorporation, any
agreement, vote of stockholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of Directors
or an officer of the Corporation, and shall continue as to a person who has
ceased to be a member of the Board of Directors, trustee or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person. (f) Notwithstanding the foregoing, but subject to subsection (h), the
Corporation shall be required to indemnify any person identified in subsections
(a) or (b) in connection with a proceeding (or part thereof) initiated by such
person only if the initiation of such proceeding (or part thereof) by such
person was authorized by the Board of Directors. (g) Any repeal or modification
of the foregoing provisions of this Article shall not adversely affect any right
or protection hereunder of any person respecting any act or omission occurring
prior to the time of such repeal or modification. (h) If a claim for
indemnification or advancement of expenses under this Article is not paid in
full within 60 days after a written claim therefor by an indemnified person has
been received by the Corporation, the indemnified person may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action, the Corporation shall have the burden of proving that the indemnified
person is not entitled to the requested indemnification or advancement of
expenses under Delaware law.
SECTION 2. INSURANCE.--The Corporation may, to the fullest extent then
permitted by law and authorized by the Board of Directors, purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for any persons
described in Section 6.1 against any liability asserted against and incurred by
any such person in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability. Insurance may be purchased from or maintained with a
person in which the Corporation has a financial interest.
SECTION 3. AGREEMENTS.--The Corporation, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Corporation may
indemnify under these By-Laws or under law, including employees or agents of the
Corporation or those serving at the request of the Corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, and undertake thereby to indemnify such persons and to pay the
expenses incurred by them in defending any action, suit or proceeding against
them, whether or not the Corporation would have the power under these By-Laws or
law to indemnify any such person.
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ARTICLE VI
CONFLICTS OF INTEREST; CONTRACTS AND
TRANSACTIONS INVOLVING DIRECTORS
SECTION 1. CONFLICT OF INTEREST.-A Director or a member of a
committee shall not directly or indirectly participate in any adjudication of
the interests of any party if that Director or committee member has a conflict
of interest or bias, or if circumstances otherwise exist where his or her
fairness might reasonably by questioned. In any such case, the Director or
committee member shall recuse himself or herself or shall be disqualified.
SECTION 2. CONTRACTS AND TRANSACTIONS INVOLVING DIRECTORS.-No
contract or transaction between the Corporation and one or more of its
Directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason if: (i) the material facts
pertaining to such Director's or officer's relationship or interest and the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative vote of a majority of the disinterested
Directors; (ii) the material facts are disclosed or become known to the Board
of Directors or committee after the contract or transaction is entered into,
and the Board of Directors or committee in good faith ratifies the contract or
transaction by the affirmative vote of a majority of the disinterested
Directors; or (iii) the material facts pertaining to the Director's or
officer's relationship or interest and the contract or transaction are
disclosed or are known to the stockholder entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholder. Only disinterested Directors may be counted in determining the
presence of a quorum at the portion of a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction. This subsection
shall not apply to a contract or transaction between the Corporation and the
National Association of Securities Dealers, Inc. ("NASD") or NASD Regulation.
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ARTICLE VII
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK.--Certificates of stock, signed by the
Chairman or Vice Chairman of the Board of Directors, if they be elected, the
President or Vice-President, and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, shall be issued to each stockholder
certifying the number of shares owned by him in the Corporation. Any of or all
the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES.--A new certificate of stock may be issued in
the place of any certificate theretofore issued by the Corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the Corporation a bond, in such sum as they may direct not exceeding double
the value of the stock, to indemnify the Corporation against any claim that may
be made against it on account of the alleged loss of any such certificate or the
issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES.--The shares of stock of the Corporation
shall be transferrable only upon its books by the holders thereof in person or
by their duly authorized attorneys or legal representatives and, upon such
transfer, the old certificates shall be surrendered to the Corporation by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers or to such other person as the directors may designate, by whom they
shall be canceled and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE.--In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or 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 purposes of any other lawful action, the Board of Directors may fix,
in advance, a record date which shall not be more than sixty nor less than ten
days before the date of such meeting nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
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SECTION 5. DIVIDENDS.--Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem such dividends expedient. Before
declaring any dividend, there may be set apart, out of any funds of the
Corporation available for dividends, such sum or sums as the directors, from
time to time, in their discretion, deem proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such other
purposes as the directors shall deem conducive to the best interests of the
Corporation.
SECTION 6. SEAL.--The corporate seal shall be circular in form and shall
contain the name of the Corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR.--The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS.--All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers or agent or agents of
the Corporation, and in such manner as shall be determined, from time to time,
by resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE.--Whenever any notice is required
to be given by these By-Laws, personal notice is not meant unless expressly so
stated and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to
the person entitled thereto at his address as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to
receive notice of any meetings except as otherwise provided by Statute.
Whenever any notice whatever is required to be given under the provisions
of any law or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance at a meeting
shall constitute a waiver of notice of such meeting except when such attendance
is for the express purpose of objecting at the beginning of
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the meeting to the transaction of any business because the meeting is not
lawfully called or convened.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered or repealed and new By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal of any By-Law or By-Laws to be made be
contained in the notice of such special meeting by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat or by
the affirmative vote of a majority of the Board of Directors, at any regular or
special meeting of the Board of Directors, if notice of the proposed alteration
or repeal of any By-Law or By-Laws to be made, be contained in the notice of
such regular or special meeting.
14