EXHIBIT 3.15
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BYLAWS
OF
THERMAL-GARD, INC.
ARTICLE I
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. All shareholder meetings shall be
held at the time and place determined by the Board of Directors.
SECTION 2. ANNUAL MEETING. An annual shareholder meeting for the
election of directors and for other purposes shall be held on the date and at
the time set by the Board of Directors.
SECTION 3. SPECIAL MEETINGS. The Board of Directors or the
President may call a special shareholders' meeting by giving notice of the
meeting to each shareholder of record entitled to vote at the meeting.
SECTION 4. NOTICE OF MEETING OF SHAREHOLDERS. Written notice of
the date, time, place, and purposes of a shareholder meeting shall be given not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
the meeting.
SECTION 5. ADJOURNMENTS. If a meeting is adjourned to another
time or place, it is not necessary to give notice of the adjourned meeting if
(i) the date, time, and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and (ii), at the adjourned
meeting only, such business is transacted as might have been transacted at the
original meeting. If, after the adjournment, the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given in accordance with Section 4 above.
SECTION 6. WAIVERS OF NOTICE. A shareholder or a shareholder's
attorney-in-fact may waive the shareholder's right to notice before or after a
meeting by a signed waiver of notice. A shareholder's attendance at a meeting
constitutes a waiver of objection to:
(a) lack of notice, or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and
(b) consideration of a particular matter at the meeting that is
not within the purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
SECTION 7. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or
agent having charge of the stock transfer books for shares of the corporation
shall make and certify a complete list of the shareholders entitled to vote at a
shareholder meeting or any adjournment thereof. The list shall be:
(a) arranged alphabetically within each class and series, with the
address of, and the number of shares held by, each shareholder;
(b) produced at the time and place of the meeting;
(c) subject to inspection by any shareholder at any time during
the meeting; and
(d) prima facie evidence as to who are the shareholders entitled
to examine the list or to vote at the meeting.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at a meeting before a shareholder makes a demand to
comply with the requirements.
SECTION 8. QUORUM. Unless a greater quorum is required by the
Articles of Incorporation or statute, the presence in person or by proxy of
shareholders holding shares entitled to cast a majority of votes at a meeting
shall constitute a quorum. Once a quorum is present, the shareholders may
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Whether or not a quorum is
present, the meeting may be adjourned by a vote of the shares present. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, each class or series must have a quorum, as determined by this
Section, for the purposes of transacting the item of business.
SECTION 9. VOTING RIGHTS. Except as otherwise provided by
statute or the Articles of Incorporation, each share is entitled to one vote on
each matter submitted to a vote.
SECTION 10. VOTE REQUIRED. Any action, other than the election of
directors, to be taken by shareholder vote shall be authorized by a majority of
the votes cast by the shareholders entitled to vote on the action, unless a
greater vote is required by statute, the Articles of Incorporation, or these
Bylaws. Unless the Articles of Incorporation provide otherwise, directors shall
be elected by a plurality of votes cast. Shareholders may not cumulate their
votes.
SECTION 11. CLASS VOTING. If the Articles of Incorporation
provide that a class of shares, or any series of a class, shall vote as a class
or series, either generally or to authorize one or more specified actions, such
voting as a class or series shall be in addition to any other required vote.
Where voting as a class or series is required on a matter other than the
election of directors, the action shall be authorized by a majority of the votes
cast by the holders of the class or series entitled to vote on the action,
unless a greater vote is required by statute or the Articles of Incorporation.
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SECTION 12. ELECTRONIC PARTICIPATION IN MEETING. Unless otherwise
restricted by the Articles of Incorporation, a shareholder may participate in a
shareholder meeting by a conference telephone or other similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants, if the participants are advised of the
communications equipment and the names of the participants in the conference are
divulged to all participants. Participation in a meeting pursuant to this
Section constitutes presence in person at the meeting.
SECTION 13. CONDUCT OF MEETINGS. Shareholder meetings shall be
conducted as follows:
(a) The chairperson of the meeting shall have absolute authority
over matters of procedure.
(b) If disorder arises that prevents the continuation of the
business of the meeting, the chairperson may adjourn the meeting.
(c) The chairperson may require any person who is not a
shareholder of record or holding a proxy to leave the meeting.
SECTION 14. BUSINESS TRANSACTED. The business effectively
transacted at a shareholder meeting shall be confined to the following:
(a) Any matter specified in the notice;
(b) Any matter reasonably related to a matter specified in the
notice; and
(c) Any matter (i) the consideration of which is not objected to
by any shareholder attending the meeting, and (ii) notice of which is
waived by all shareholders not in attendance at the meeting.
SECTION 15. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a shareholder meeting may be taken without a meeting,
without prior notice, and without a vote, if:
(a) Before or after the action, all the shareholders entitled to
vote consent in writing; or
(b) The Articles of Incorporation provide for shareholder action
without a meeting, and written consents, setting forth the action taken,
are signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on the action
were present and voted. A written consent under this subsection (b) must
bear the date of signature of each shareholder who signs the consent and
is not effective to take the corporate action referred to unless, within
60 days after the record date for determining shareholders entitled to
express consent to or dissent from the proposal without a meeting, written
consents signed by a sufficient number of shareholders to take the action
are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent
of the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's
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registered office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be
given to shareholders who have not consented in writing.
SECTION 16. RECORD DATE.
(a) SHAREHOLDERS ENTITLED TO NOTICE AND VOTE. For the purpose of
determining shareholders entitled to notice of, and to vote at, a
shareholder meeting or any adjournment thereof, the Board of Directors may
fix a record date which may not precede the date on which the Board adopts
the resolution fixing the record date. The record date shall not be more
than sixty (60) nor less than ten (10) days before the date of the
meeting. If not fixed by the Board of Directors, the record date for
determination of shareholders entitled to notice of, and to vote at, a
shareholder meeting shall be the close of business on the day next
preceding the day on which notice is given or, if no notice is given, the
day next preceding the day on which the meeting is held. When a
determination of shareholders of record entitled to notice of, or to vote
at, a shareholder meeting is made as provided in this Section, the
determination applies to any adjournment of the meeting, unless the Board
of Directors fixes a new record date under this Section for the adjourned
meeting.
(b) SHAREHOLDERS ENTITLED TO EXPRESS CONSENT OR DISSENT. For the
purpose of determining shareholders entitled to express consent to, or
dissent from, a proposal without a meeting, the Board of Directors may fix
a record date which may not precede the date on which the Board adopts the
resolution fixing the record date and may not be more than ten (10) days
after the Board resolution. If a record date is not fixed by the Board of
Directors and prior action by the Board is required with respect to the
corporate action to be taken without a meeting, the record date shall be
the close of business on the day on which the Board resolution is adopted.
If a record date is not fixed by the Board of Directors and prior Board
action is not required, the record date shall be the first date on which a
signed written consent is delivered to the corporation as provided in
these Bylaws.
(c) OTHER ACTIONS. For the purpose of determining shareholders
entitled to receive payment of a share dividend or distribution, or
allotment of a right, or for the purpose of any other action, the Board of
Directors may fix a record date which may not precede the date on which
the Board adopts the resolution fixing the record date. The record date
may not be more than sixty (60) days before the payment of the share
dividend or distribution or allotment of a right or other action. If a
record date is not fixed by the Board of Directors, the record date shall
be the close of business on the day on which the Board resolution relating
to the corporate action is adopted.
SECTION 17. PROXIES. A shareholder entitled to vote at a
shareholder meeting or to express consent to, or dissent from, action without a
meeting may authorize one or more other persons to act for the shareholder by
proxy. A proxy shall be signed by the shareholder or the
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shareholder's authorized agent or representative. The corporation may require a
shareholder's agent or representative to present written evidence, satisfactory
to the corporation, of authority to sign the shareholder's proxy. A proxy is not
valid after the expiration of three years from its date unless otherwise
provided in the proxy. A proxy must be in writing and must be filed with the
corporation at or before the meeting. A proxy need not be sealed, witnessed, or
acknowledged.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The Board of Directors
shall consist of one or more directors, as determined initially by the
Incorporator, and thereafter the Board of Directors shall consist of such number
of directors as may be determined by the Board from time to time. A director
need not be a shareholder. The first Board of Directors shall hold office until
the first annual shareholder meeting. Directors shall be elected at each annual
shareholder meeting, except as provided in Section 2 of this Article, and each
director shall hold office until a successor is elected and qualified or until
the director's resignation or removal. If shareholders of any class or series of
shares have the exclusive right to elect one or more directors, those directors
may be elected only by the vote of those shareholders.
SECTION 2. VACANCIES. Except as otherwise provided in the
Articles of Incorporation, a vacancy on the Board of Directors (including a
vacancy resulting from an increase in the number of directors) may be filled by
the shareholders or the remaining directors. If the directors remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy by
the affirmative vote of a majority of all the directors remaining in office.
Except as otherwise provided in the Articles of Incorporation, if the holders of
any class or series of shares are entitled to elect one or more directors to the
exclusion of other shareholders, vacancies of that class or series may be filled
by the holders of shares of that class or series. A vacancy that will occur at a
specific date, by reason of resignation effective at a later date, may be filled
before the vacancy occurs, but the newly elected or appointed director may not
take office until the vacancy occurs.
SECTION 3. REMOVAL. The holders of a majority of the shares
entitled to vote for the election of directors may remove one or more directors
with or without cause.
SECTION 4. RESIGNATION. A director may resign by written notice
to the corporation. A resignation is effective upon its receipt by the
corporation or at a later date specified in the notice.
SECTION 5. POWERS. The Board of Directors shall manage the
business and affairs of the corporation and may exercise all of the powers of
the corporation except those powers or acts required by statute or the Articles
of Incorporation to be exercised or done by the shareholders.
SECTION 6. DIRECTOR'S COMPENSATION. The Board of Directors, by
affirmative vote of a majority of directors then in office and irrespective of
any personal interest of any of them, may establish reasonable compensation for
a director's services to the corporation as a director
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or officer. Directors may also be reimbursed their expenses, if any, of
attendance at each meeting of the Board or a committee.
SECTION 7. ANNUAL MEETING OF BOARD. An annual meeting of the
Board of Directors shall be held immediately following the annual shareholder
meeting. A notice to directors is not required for an annual meeting.
SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at the date, time, and place that the Board determines.
A notice to directors is not required for a regular meeting, except that, when
the Board establishes or changes the schedule of regular meetings, or changes
the date, time, or place of a previously scheduled regular meeting, notice of
the action shall be given to each director who was absent from the meeting at
which the action was taken.
SECTION 9. SPECIAL MEETINGS. The President or directors
constituting at least one-third of the directors then in office may call a
special meeting of the Board of Directors by giving notice to each director.
SECTION 10. NOTICE OF MEETINGS. Except as otherwise provided by
these Bylaws, notice of the date, time, and place of each meeting of the Board
of Directors shall be given to each director by either of the following methods:
(a) by mailing written notice of the meeting to the address that
the director designates or, in the absence of designation, to the last
known address of the director, at least five days before the date of the
meeting; or
(b) by delivering a written notice of the meeting at least one
full business day before the meeting, personally or by telecopier, to the
director's last known office or home address.
SECTION 11. WAIVER OF NOTICE. A director's attendance at, or
participation in, a meeting waives any required notice to the director of the
meeting, unless at the beginning of the meeting, or promptly upon the director's
arrival, the director objects to the meeting or the transacting of business at
the meeting and does not thereafter vote for or assent to any action taken at
the meeting. A director may waive, in writing, any right to notice before or
after a meeting.
SECTION 12. PURPOSES OF MEETINGS. Neither the business to be
transacted nor the purpose of a meeting need be specified in the notice or
waiver of notice of the meeting. If the purpose is stated in the notice, the
business transacted at the meeting is not limited to the purpose stated.
SECTION 13. QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES. A
majority of the directors then in office, or of the members of a committee of
the Board, constitutes a quorum for the transaction of business, unless the
Articles of Incorporation or these Bylaws or, in the case of a committee, the
Board resolution establishing the committee, provide for a larger or smaller
number. The vote of the majority of members present at a meeting at which a
quorum is
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present constitutes the action of the Board or of the committee, unless the vote
of a larger number is required by express provision of statute, the Articles of
Incorporation, or these Bylaws, or, in the case of a committee, the Board
resolution establishing the committee.
SECTION 14. ACTION BY WRITTEN CONSENT. Action required or
permitted to be taken under authorization voted at a meeting of the Board of
Directors or a committee of the Board may be taken without a meeting if, before
or after the action, all members of the Board then in office or of the committee
consent to the action in writing. The written consents shall be filed with the
minutes of the Board or committee. The consent has the same effect as a vote of
the Board or committee for all purposes.
SECTION 15. ELECTRONIC PARTICIPATION IN MEETING. Unless otherwise
restricted by the Articles of Incorporation, a director may participate in a
meeting of the Board of Directors or a committee of the Board by means of a
conference telephone or similar communications equipment through which all
persons participating in the meeting may communicate with the other
participants. Participation in a meeting pursuant to this Section constitutes
presence in person at the meeting. A director must be permitted to participate
in a meeting by such means if the director so requests.
SECTION 16. COMMITTEES OF DIRECTORS. The Board of Directors may
designate one or more committees consisting of one or more directors. Any
committee, and each member thereof, shall serve at the pleasure of the Board.
The Board may designate one or more directors as alternate members of a
committee to replace an absent or disqualified member at a meeting of the
committee. Unless prohibited by the Board resolution creating the committee, in
the absence or disqualification of a member of a committee, the committee
members present at a meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of the absent or disqualified member. A
committee may establish a time and place for regular meetings for which no
notice shall be required; provided, however, that if the committee changes the
date, time, or place of a regular meeting, then notice of such changed meeting
shall be given to each member who was absent at the meeting at which such change
was made. Otherwise, notice of meetings of committees shall be given in the same
manner as notices of meetings of the Board.
SECTION 17. POWERS OF COMMITTEES. A committee, to the extent
provided in the resolution of the Board creating the committee, may exercise the
Board's power and authority in the management of the business and affairs of the
corporation, except that a committee may not:
(a) Amend the Articles of Incorporation;
(b) Adopt an agreement of merger or consolidation;
(c) Recommend to shareholders the sale, lease, or exchange of all
or substantially all of the corporation's property and assets;
(d) Recommend to the shareholders a dissolution of the corporation
or a revocation of a dissolution;
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(e) Amend the Bylaws of the corporation;
(f) Fill vacancies in the Board of Directors; or
(g) Declare a distribution or a dividend, or authorize the
issuance of stock, unless the resolution of the Board creating the
committee expressly so provides.
ARTICLE III
OFFICERS
SECTION 1. APPOINTMENT. The Board of Directors, at its first
meeting following appointment by the Incorporator and thereafter at its first
meeting following the annual shareholder meeting, shall appoint a President,
Secretary, and Treasurer. The Board may also appoint one or more Vice Presidents
and other officers that it deems necessary. The Board of Directors need not
appoint or elect an officer to an office that is already filled and whose
specified term has not expired. The same person may hold two or more offices,
but an officer may not execute, acknowledge, or verify an instrument in more
than one capacity if the instrument is required by law, the Articles of
Incorporation, these Bylaws, or resolution of the Board of Directors, to be
executed, acknowledged, or verified by two or more officers.
SECTION 2. TERM, REMOVAL AND RESIGNATION. An officer shall hold
office for the term the board specifies upon election or appointment and until a
successor is elected or appointed and qualified, or until the officer's death,
resignation, or removal. The Board may remove an officer with or without cause
at any time. Any officer may resign by written notice to the corporation. A
resignation is effective upon its receipt by the corporation or at a later date
specified in the notice.
SECTION 3. PRESIDENT. The President shall be the corporation's
Chief Executive Officer and have general control and management of its business,
under the direction of the Board. The President shall ensure that all orders and
resolutions of the Board are carried into effect. Unless the Board specifically
provides otherwise, the President shall be an ex officio member of all
committees. The President shall perform all duties incident to the office of
President and other duties as the Board prescribes. The President may make and
execute contracts, instruments, papers, and documents of every kind in the name
and on behalf of the corporation, except when the Board specifies the same to be
done by another officer or agent. The President shall preside over all meetings
of the shareholders and, if he is a director, all meetings of the Board of
Directors.
SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall have the power, subject to the control of the Board of Directors, to
appoint, suspend or discharge and to prescribe the duties and to fix the
compensation of such agents and employees of the corporation, other than the
officers appointed by the Board, as he or she may deem necessary.
SECTION 5. VICE PRESIDENTS. The Board may designate one or more
Vice Presidents to perform the duties and exercise the powers of the President
during the President's absence or
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disability. Each Vice President shall perform other duties that the President
assigns or the Board of Directors prescribes.
SECTION 6. SECRETARY. The Secretary shall cause to be recorded
and maintained minutes of all meetings of the Board, Board committees, and
shareholders. The Secretary shall cause to be given all notices required by law,
these Bylaws, or resolution of the Board and shall perform other duties that the
President assigns or the Board of Directors prescribes.
SECTION 7. TREASURER. The Treasurer shall cause to be kept in
books belonging to the corporation a full and accurate account of all receipts,
disbursements, and other financial transactions of the corporation. The
Treasurer shall perform other duties that the President assigns or the Board of
Directors prescribes.
SECTION 8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Any
Assistant Secretary and any Assistant Treasurer may perform any duty or exercise
any authority of the Secretary or Treasurer, respectively. The Assistant
Secretaries and Assistant Treasurers shall also perform duties that the
Secretary or Treasurer, respectively, or President assigns or that the Board of
Directors prescribes.
SECTION 9. OTHER OFFICERS. The Board of Directors may appoint
other officers to perform duties and exercise authority that the President
assigns or the Board of Directors prescribes.
ARTICLE IV
INDEMNIFICATION
SECTION 1. INDEMNIFICATION PERMITTED. The corporation may
indemnify a director of the corporation who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding by reason of the fact that he or she is or was serving as a director,
or is or was serving at the request of the corporation in another capacity, to
the fullest extent permitted by law. Changes in these Bylaws reducing the scope
of indemnification shall not apply to actions or omissions occurring before such
change.
SECTION 2. INSURANCE. 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, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against any liability asserted against the person and incurred by the person in
any such capacity or arising out of the person's status as such, whether or not
the corporation would have power to indemnify the person against the liability
under this Article.
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ARTICLE V
SHARE CERTIFICATES AND TRANSFERS
SECTION 1. SHARE CERTIFICATES. Except as otherwise required by
the Articles of Incorporation or these Bylaws and permitted by statute, shares
of the corporation's stock shall be represented by certificates. Each
certificate shall be signed by the President. Share certificates may be sealed
with the seal of the corporation or a facsimile of the seal. The signatures of
the officers may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the corporation itself or its
employee. The corporation may issue a certificate even though the officer who
has signed or whose facsimile signature has been placed upon the certificate
ceases to be an officer before the certificate is issued.
SECTION 2. REPLACEMENT OF CERTIFICATES. The corporation shall
issue a new certificate for shares in place of a certificate that has been lost
or destroyed. The Board of Directors may require the owner of the lost or
destroyed certificate, or his legal representative, to give the corporation a
bond or other security sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged lost or destroyed
certificate or the issuance of a replacement certificate.
SECTION 3. REGISTERED SHAREHOLDERS. The corporation may treat
the registered holder of a share as the absolute owner of the share and shall
not be bound to recognize any equitable or other claim to, or interest in, the
share on the part of any other person, whether or not the corporation has actual
notice of the interest or claim, except as otherwise provided by law.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint a transfer agent and a registrar for the registration and transfer
of the corporation's securities.
SECTION 5. TRANSFER OF STOCK. A sale, assignment, exchange,
conveyance, gift, pledge, hypothecation, or other transfer of the corporation's
stock, whether by operation of law or otherwise, shall not be effective as to
the corporation until recorded on the corporation's stock transfer books.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. DIVIDENDS OR OTHER DISTRIBUTIONS. By action of the
Board of Directors, the corporation may declare and pay dividends or make other
distributions as permitted by law.
SECTION 2. VOTING SECURITIES. Unless the Board directs
otherwise, the President or, during his absence or disability, the Vice
Presidents, in the order that the Board designates, may, on behalf of the
corporation, attend and vote (or execute, in the name or on behalf of the
corporation, a consent in writing in lieu of a meeting of shareholders or a
proxy authorizing an agent or attorney-in-fact for the corporation to attend and
vote) at any meeting of security
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holders of any corporation in which the corporation holds securities. At such
meetings such person may exercise any and all rights and powers incident to the
ownership of such securities that the corporation might exercise if present. The
Board may confer this voting power upon any other person.
SECTION 3. CHECKS. The corporation's checks, drafts, and orders
for the payment of money shall be signed in the name of the corporation in the
manner and by the persons that the Board of Directors designates.
SECTION 4. SIGNING OF INSTRUMENTS. When the Board or these
Bylaws authorize the execution of any contract, conveyance, or other instrument
without specification of the signing officer, the President, any Vice President,
the Secretary or the Treasurer may sign in the name and on behalf of the
corporation and may affix the corporate seal to the instrument. The Board of
Directors may authorize other officers and agents to sign instruments on behalf
of the corporation.
SECTION 5. CORPORATE BOOKS AND RECORDS. The corporation shall
keep books and records of account and minutes of the proceedings of its
shareholders, Board of Directors, and committees, if any. The books, records,
and minutes may be kept outside the State of Pennsylvania. The corporation shall
keep at its registered office, or at the office of its transfer agent within or
without the State of Pennsylvania, records containing the names and addresses of
all shareholders, the number, class, and series of shares held by each, and the
dates when they respectively became holders of record. Any of the books,
records, or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time. The corporation shall
convert into written form, without charge, any record not in written form,
unless otherwise requested by a person entitled to inspect the record.
SECTION 6. SEAL. The Corporation may have a seal in the form
that the Board of Directors determines. The seal may be used by causing it or a
facsimile to be affixed, impressed, or reproduced.
ARTICLE VII
AMENDMENTS
The shareholders or the Board of Directors may amend or repeal these
Bylaws or adopt new bylaws, unless the Articles of Incorporation or these Bylaws
provide that the power to adopt new bylaws is reserved exclusively to the
shareholders or that the Board may not alter or repeal these Bylaws or any
particular Bylaw. Amendment of these Bylaws by the Board requires the vote of
not less than a majority of the directors then in office.
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