EXHIBIT 3.5
AMENDED AND RESTATED BY-LAWS
OF
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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 the third
Wednesday in April of each year, if not a legal holiday, and if a legal holiday,
then on the next secular day following, within or without the State of Delaware,
or at such time and place as may be designated from time to time by the Board of
Directors.
SECTION 2. Except as otherwise required by law and subject to the rights
of the holders of any series of Preferred Stock, special meetings of
stockholders of the corporation may be called only by the Chief Executive
Officer of the corporation or by the Board of Directors pursuant to a resolution
approved by the Board of Directors, and special meetings may not be called by
any other person or persons. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
SECTION 3. Except as otherwise provided by law, notice of the time,
place and purpose or purposes of every meeting of stockholders shall be given
not earlier than sixty, nor less than ten, days previous thereto to each
stockholder of record entitled to vote at the meeting. Notice of any meeting of
stockholders need not be given to any stockholders who shall waive notice
thereof, before or after such meeting, in writing or by electronic transmission,
or to any stockholder who shall attend such meeting, except when the stockholder
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.
SECTION 4. The holders of record of a majority in voting power of the
issued and outstanding shares of the corporation, which are entitled to vote at
the meeting, shall, except as otherwise provided by law, constitute a quorum at
all meetings of the stockholders. If there be no such quorum present in person
or by proxy, the holders of a majority in voting power of such shares so present
or represented may adjourn the meeting from time to time.
SECTION 5. (1) Meetings of the stockholders shall be presided over by
the Chief Executive Officer or Chairman, or, if neither is present, by a Vice
President or, if no such officer is 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 neither the Secretary nor an
Assistant Secretary is present, the chairman shall appoint a secretary.
(2) The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting by the person presiding over the meeting. The Board of
Directors may adopt by resolution such rules and
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regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such presiding person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding person of the
meeting, may include, without limitation, the following: (i) the establishment
of an agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the corporation, their duly authorized and constituted proxies or such
other persons as the presiding person of the meeting shall determine; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. The presiding person at any meeting of stockholders, in addition
to making any other determinations that may be appropriate to the conduct of the
meeting, shall, if the facts warrant, determine and declare to the meeting that
a matter or business was not properly brought before the meeting and if such
presiding person should so determine, such presiding person shall so declare to
the meeting and any such matter or business not properly brought before the
meeting shall not be transacted or considered. Unless and to the extent
determined by the Board of Directors or the person presiding over the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
SECTION 6. Each stockholder entitled to vote at any meeting may vote in
person or by proxy for each share of stock held by him which has voting power
upon the matter in question at the time; but no proxy shall be voted on after
three years from its date, unless such proxy provides for a longer period.
SECTION 7. At all elections of directors the voting shall be by ballot,
and a plurality of the votes cast shall elect. Except as otherwise provided by
the Certificate of Incorporation, these By-laws, the rules or regulations of any
stock exchange applicable to the corporation, or applicable law, all other
questions to stockholders shall be determined by a majority of the votes cast on
such questions.
SECTION 8. 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 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 by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty (60) nor less than ten (10) days before the date of such meeting; (2) in
the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten (10)
days from the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (3) in the case of any other action, shall not be
more than sixty (60) days prior to such other action. If no record date is
fixed: (1) the record date for determining stockholders entitled to notice of or
to vote at a
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meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. 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.
SECTION 9. (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 only (a) pursuant to the corporation's notice of
meeting (or any supplement thereto), (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the corporation who was a stockholder of
record of the corporation at the time the notice provided for in this Section 9
is delivered to the Secretary of the corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 9.
(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 9, the stockholder must have given
timely notice thereof in writing to the Secretary of the corporation and
any such proposed business other than the nominations of persons for
election to the Board of Directors must constitute 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 later than the close of business on the ninetieth day
nor earlier than the close of business on the one hundred twentieth day
prior to the first anniversary of the preceding year's annual meeting
(provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than seventy days after
such anniversary date, notice by the stockholder must be so delivered
not earlier than the close of business on the one hundred twentieth day
prior to such annual meeting and not later than the close of business on
the later of the ninetieth 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 by the corporation). In no event shall the public
announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of
a stockholder's notice as described above. Such stockholder's notice
shall set forth: (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required,
in each case pursuant to and in accordance with Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
(ii) such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected;
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(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 text of the proposal or business
(including the text of any resolutions proposed for consideration and in
the event that such business includes a proposal to amend the By-laws of
the corporation, the language of the proposed amendment), 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, (ii) the class and number of shares of capital stock
of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner, (iii) a representation that the
stockholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at
the meeting to propose such business or nomination, and (iv) a
representation whether the stockholder or the beneficial owner, if any,
intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of
the corporation's outstanding capital stock required to approve or adopt
the proposal or elect the nominee and/or (b) otherwise to solicit
proxies from stockholders in support of such proposal or nomination. The
foregoing notice requirements shall be deemed satisfied by a stockholder
if the stockholder has notified the corporation of his or her intention
to present a proposal at an annual meeting in compliance with Rule 14a-8
(or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has
been prepared by the corporation to solicit proxies for such annual
meeting. The corporation may require any proposed nominee to furnish
such other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
corporation.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 9 to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the corporation
at an annual meeting is increased and there is no public announcement by
the corporation naming the nominees for the additional directorships at
least one hundred days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 9
shall also be considered timely, but only with respect to nominees for
the additional directorships, 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. 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 (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time the notice provided for
in this Section 9 is delivered to the Secretary of the corporation, who is
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entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 9. In the event the corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 9 shall be delivered to the Secretary at the principal executive offices
of the corporation not earlier than the close of business on the one hundred
twentieth day prior to such special meeting and not later than the close of
business on the later of the ninetieth 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. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.
C. General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 9 shall be eligible to be elected at an
annual or special meeting of stockholders of the corporation 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 9. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 9 (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section
9) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 9, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 9, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the corporation.
(2) For purposes of this Section 9, "public announcement" shall
include 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) Notwithstanding the foregoing provisions of this Section 9,
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 9. Nothing in this Section 9 shall
be deemed to affect any rights (a) of stockholders to request inclusion
of proposals in the corporation's proxy statement pursuant to Rule 14a-8
under the
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Exchange Act or (b) of the holders of any series of Preferred Stock to
elect directors pursuant to any applicable provisions of the Certificate
of Incorporation.
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 by the affirmative vote of a majority of the Board of Directors. A
majority of the total number of directors shall constitute a quorum for the
transaction of business. Directors need not be stockholders.
SECTION 2. Vacancies in the Board of Directors and newly created
directorships resulting from an increase in the number of directors shall be
filled as provided in the Certificate of Incorporation.
SECTION 3. 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 call 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 Chief Executive Officer or
Chairman, by oral, telegraphic, facsimile or written notice or notice by means
of electronic transmission, duly served on or sent, given or mailed to each
director 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 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 attend such meeting in person or who
shall waive notice thereof, before or after such meeting, in writing or by
electronic transmission. Unless otherwise provided by the Certificate of
Incorporation or these 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 the members of the Board of Directors or committee, as
the case may be, consent thereto in writing or by electronic transmission, and
the writing or writings (or electronic transmission or transmissions) are filed
with the minutes of proceedings of the Board of Directors or committee.
SECTION 4. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation,
which to the extent permitted by law and provided in said resolution or
resolutions, shall have and may exercise the powers 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. A
majority of the members of a committee shall constitute a quorum for the
transaction of its business. The Board of Directors may designate one or more
directors as alternate members of any committee. In the absence or
disqualification of any member of any 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 for all purposes in the
place of any such absent or disqualified member. Such committee or committees
shall have such
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name or names as may be determined from time to time by resolution
adopted by the Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. The Board of Directors as soon as may be after their election
held in each year shall elect officers of the corporation, including a Chief
Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer. The
Board of Directors may also from time to time appoint such other officers
(including a Chairman who shall be a member of the Board of Directors, one or
more Vice Chairmen, 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 so 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 Regional, or may be given such
other designation or combination of designations.
SECTION 2. All officers of the corporation elected or appointed by the
Board of Directors shall hold office until their 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 or appointed
by the Board of Directors shall have the powers and duties prescribed by law, by
the By-laws or by the Board of Directors and, unless otherwise prescribed by the
By-laws or by the Board of Directors, shall have such further powers and duties
as ordinarily pertain to his office. The Chief Executive Officer shall be the
Principal Executive Officer and shall have the general direction of the affairs
of the corporation. Any officer, agent, or employee of the corporation may be
required to give bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors may from time to time
prescribe.
SECTION 4. The corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in a manner permitted by such
law, any person (a "Covered Person") made or threatened to be made a party to
any threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the corporation. Notwithstanding the preceding
sentence, except as specifically provided in this paragraph below, the
corporation shall be required to indemnify a Covered Person in connection with a
proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was
authorized in the specific case by the Board of Directors of the corporation.
The corporation shall to the fullest extend not prohibited by applicable law pay
the expenses (including attorneys' fees) incurred by a Covered Person in
defending any proceeding in advance of its final disposition, provided, however,
that, to the extent required by law, such payment of expenses in advance of the
final disposition of the proceeding shall be made only upon receipt of
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an undertaking by the Covered Person to repay all amounts advanced if it should
be ultimately determined that the Covered Person is not entitled to be
indemnified under this Article III or otherwise. The corporation may indemnify,
to the full extent permitted by such law, any person made or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was an 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. If a
claim for indemnification (following the final disposition of such action, suit
or proceeding) or advancement of expenses under this Article III is not paid in
full within thirty days after a written claim therefor by the Covered Person has
been received by the corporation, the Covered 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 Covered Person is not
entitled to the requested indemnification or advancement of expenses under
applicable law. The indemnification provided by this Article III shall not be
deemed exclusive of any other rights to which any person indemnified may be
entitled under by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be such director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The corporation may purchase and maintain insurance on behalf of any
person who 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 any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article III or otherwise.
ARTICLE IV
CERTIFICATES OF STOCK
SECTION 1. Except as otherwise determined by resolution of the Board of
Directors in respect of any uncertificated shares, the interest of each
stockholder of the corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. Subject to any applicable restrictions on transfer, the
shares of the stock of the corporation shall be transferable on the books of the
corporation by the holder thereof in person or by his attorney, upon surrender
for cancellation of a certificate or certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or attached thereto,
duly executed, and with such proof of the authenticity of the signature as the
corporation or its agents may reasonably require.
SECTION 2. The certificates of stock shall be signed by such officer or
officers as may be permitted by law to sign (except that where any such
certificate is countersigned by a transfer agent other than the corporation or
its employee, or by a registrar other than the corporation or its employee, the
signatures of any such officer or officers may be facsimiles), and shall be
countersigned and registered in such manner, all as the Board of Directors may
by
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resolution prescribe. 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 issued by the corporation, such
certificate or certificates may nevertheless 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 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 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 thereunto authorized from time to time
by the Board of Directors. Proxies to vote and consents with respect to
securities of other corporations or entities 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 Chief Executive Officer, 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 and the words "Corporate Seal" state and date of incorporation. In
lieu of the corporate seal, when
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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
OFFICES
The corporation and the stockholders and the directors may have offices
outside of the State of Delaware at such places as shall be determined from time
to time by the Board of Directors.
ARTICLE X
AMENDMENTS
The Board of Directors shall be authorized to make, amend, alter,
change, add to or repeal the By-laws of the corporation in any manner not
inconsistent with the laws of the State of Delaware. The affirmative vote of the
holders of at least 80 percent in voting power of all the outstanding 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
make, amend, alter, change, add to or repeal any provision of the By-laws of the
corporation.