EXHIBIT 3.20
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BY-LAWS OF VARIFORM, INC.
TABLE OF CONTENTS
Title Page
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Article I - General........................................................................ 1
Section 1.1. DRAFTER'S NOTE....................................................... 1
Section 1.2. Relationship to Charter, etc......................................... 1
Section 1.3. Seal................................................................. 1
Section 1.4. Fiscal Year.......................................................... 1
Article II - Stockholders.................................................................. 1
Section 2.1. Place of Meetings.................................................... 1
Section 2.2. Annual Meeting....................................................... 1
Section 2.3. Quorum............................................................... 2
Section 2.4. Right to Vote; Proxies............................................... 2
Section 2.5. Voting............................................................... 2
Section 2.6. Notice of Annual Meetings............................................ 3
Section 2.7. Stockholders' List................................................... 3
Section 2.8. Special Meetings..................................................... 3
Section 2.9. Notice of Special Meetings........................................... 3
Section 2.10. Inspectors........................................................... 3
Section 2.11. Stockholders' Consent in Lieu of Meeting............................. 3
Article III - Directors.................................................................... 4
Section 3.1. Number of Directors.................................................. 4
Section 3.2. Change in Number of Directors; Vacancies............................. 4
Section 3.3. Resignation.......................................................... 4
Section 3.4. Removal.............................................................. 4
Section 3.5. Place of Meetings and Books.......................................... 4
Section 3.6. General Powers....................................................... 4
Section 3.7. Committees........................................................... 5
Section 3.8. Powers Denied to Committees.......................................... 5
Section 3.9. Substitute Committee Member.......................................... 5
Section 3.10. Compensation of Directors............................................ 5
Section 3.11. Annual Meeting....................................................... 5
Section 3.12. Regular Meetings..................................................... 6
Section 3.13. Special Meetings..................................................... 6
Section 3.14. Quorum............................................................... 6
Section 3.15. Telephonic Participation in Meetings................................. 6
Section 3.16. Action by Consent.................................................... 6
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Article IV - Officers...................................................................... 6
Section 4.1. Selection; Statutory Officers........................................ 6
Section 4.2. Time of Election..................................................... 7
Section 4.3. Additional Officers.................................................. 7
Section 4.4. Terms of Office...................................................... 7
Section 4.5. Compensation of Officers............................................. 7
Section 4.6. Chairman of the Board................................................ 7
Section 4.7. President............................................................ 7
Section 4.8. Vice-President....................................................... 7
Section 4.9. Treasurer............................................................ 7
Section 4.10. Secretary............................................................ 8
Section 4.11. Assistant Secretary.................................................. 8
Section 4.12. Assistant Treasurer.................................................. 8
Section 4.13. Subordinate Officers................................................. 8
Article V - Stock.......................................................................... 9
Section 5.1. Stock................................................................ 9
Section 5.2. Fractional Share Interests........................................... 9
Section 5.3. Transfers of Stock................................................... 9
Section 5.4. Record Date.......................................................... 10
Section 5.5. Transfer Agent and Registrar......................................... 10
Section 5.6. Dividends............................................................ 10
Section 5.7. Lost, Stolen or Destroyed Certificates............................... 10
Section 5.8. Inspection of Books.................................................. 10
Article VI - Miscellaneous Management Provisions........................................... 11
Section 6.1. Execution of Papers.................................................. 11
Section 6.2. Notices.............................................................. 11
Section 6.3. Conflict of Interest................................................. 11
Section 6.4. Voting of Securities Owned by This Corporation....................... 11
Article VII - Indemnification.............................................................. 12
Section 7.1. ..................................................................... 12
Article VIII - Amendments.................................................................. 12
Section 8.1. Amendments........................................................... 12
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BY-LAWS OF VARIFORM, INC.
Article I - General
SECTION 1.1. DRAFTER'S NOTE. ALTHOUGH THESE BY-LAWS HAVE BEEN DRAFTED
TO CONFORM GENERALLY TO CORPORATE LAW REQUIREMENTS, SPECIFIC CORPORATE LAW
REQUIREMENTS SHOULD BE CONSULTED IN THE EVENT OF ANY SIGNIFICANT CORPORATE
ACTION. IF ANY PROVISION OF THESE BY-LAWS SHALL CONFLICT WITH APPLICABLE LAW,
SUCH LAW SHALL CONTROL.
Section 1.1. Relationship to Charter, etc. These by-laws are subject to
applicable corporate law and to the Corporation's certificate of incorporation,
articles of organization or similar document (the "charter"). In these by-laws,
references to law, the charter and by-laws mean the law, the provisions of the
charter and the by-laws as from time to time in effect.
Section 1.2. Seal. The board of directors may provide for a seal of the
Corporation, which, if so provided, shall be in the form of a circle and shall
have inscribed thereon the name of the Corporation, the state of its
incorporation, and such other words, dates or images as may be approved from
time to time by the directors.
Section 1.3. Fiscal Year. The fiscal year of the Corporation shall end
on December 31 of each year, unless otherwise fixed by resolution of the Board
of Directors.
Article II - Stockholders
Section 2.1. Place of Meetings. All meetings of the stockholders shall
be held at the principal executive office of the Corporation, except such
meetings as the Board of Directors expressly determine shall be held elsewhere,
in which case meetings may be held upon notice as hereinafter provided at such
other place or places within or without the state of incorporation of the
Corporation as the Board of Directors shall have determined and as shall be
stated in such notice.
Section 2.2. Annual Meeting. The annual meeting of the stockholders
shall be held each year on a date and at a time designated by the Board of
Directors. At each annual meeting the stockholders entitled to vote shall elect
a Board of Directors by plurality vote by ballot, and they may transact such
other corporate business as may properly be brought before the meeting. At the
annual meeting any business may be transacted, irrespective of whether the
notice calling such meeting shall have contained a reference thereto, except
where notice is required by law, the charter, or these by-laws. If the election
of directors shall not be held on the day designated in accordance with these
by-laws, the directors shall cause the election to be held as soon thereafter as
convenient, and to that end, if the annual meeting is omitted on the day herein
provided therefore or if the election of directors shall not be held thereat, a
special meeting of the stockholders may be held in place of such omitted meeting
or election, and any business transacted or election held at such special
meeting shall have the same effect as if transacted or held at the annual
meeting; and in such case all references in these by-laws to the annual meeting
of the stockholders, or to the annual election of directors, shall be deemed to
refer to or include such special meeting. Any such special meeting shall be
called as provided in Section 2.9.
Section 2.3. Quorum. At all meetings of the stockholders, the holders
of a majority by voting power of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum requisite for the transaction of business, except as otherwise provided
by law, by the charter or by these by-laws. If, however, such majority shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, by a majority vote,
shall have power to adjourn the meeting from time to time without notice other
than announcement at the meeting until the requisite amount of voting stock
shall be present. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting, at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
Section 2.4. Right to Vote; Proxies. Each holder of a share or shares
of capital stock of the Corporation having the right to vote at any meeting
shall be entitled to one vote for each such share of stock held by him, unless
otherwise provided in the charter. Any stockholder entitled to vote at any
meeting of stockholders may vote either in person or by proxy, but no proxy
which is dated more than three years prior to the meeting at which it is offered
shall confer the right to vote thereat unless the proxy provides that it shall
be effective for a longer period. Subject to applicable statutory provisions, a
proxy may be granted by a writing executed by the stockholder or his authorized
officer, director, employee or agent or by transmission or authorization of
transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission.
Section 2.5. Voting. At all meetings of stockholders, except as
otherwise expressly provided for by statute, the charter or these by-laws, (a)
in all matters other than the election of directors, the affirmative vote of a
majority of shares present in person or represented by proxy at the meeting and
entitled to vote on such matter shall be the act of the stockholders and (b)
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Except as otherwise expressly provided by law, the
charter or these by-laws, at all meetings of stockholders the voting shall be by
voice vote, but any stockholder qualified to vote on the matter in question may
demand a stock vote, by shares of stock, upon such question, whereupon such
stock vote shall be taken by ballot, each of which shall state the name of the
stockholder voting and the number of shares voted by him, and, if such ballot be
cast by a proxy, it shall also state the name of the proxy.
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Section 2.6. Notice of Annual Meetings. Written notice of the annual
meeting of the stockholders shall be mailed to each stockholder entitled to vote
thereat at such address as appears on the stock books of the Corporation at
least 10 days (and not more than 60 days) prior to the meeting. It shall be the
duty of every stockholder to furnish to the Secretary of the Corporation or to
the transfer agent, if any, of the class of stock owned by him, his post-office
address and to notify said Secretary or transfer agent of any change therein.
Section 2.7. Stockholders' List. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
and showing the address of each stockholder, and the number of shares registered
in the name of each stockholder, shall be prepared by the Secretary and made
available 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, at least 10 days before
such meeting, and shall at all times during the usual hours for business, and
during the whole time of said election, be open to the examination of any
stockholder for a purpose germane to the meeting.
Section 2.8. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise provided by statute, may be called by
the Board of Directors or the Chairman of the Board.
Section 2.9. Notice of Special Meetings. Written notice of a special
meeting of stockholders, stating the time and place and object thereof shall be
mailed, postage prepaid, not less than 10 nor more than 60 days before such
meeting, to each stockholder entitled to vote thereat, at such address as
appears on the books of the Corporation. No business may be transacted at such
meeting except that referred to in said notice, or in a supplemental notice
given also in compliance with the provisions hereof or such other business as
may be germane or supplementary to that stated in said notice or notices.
Section 2.10. Inspectors. One or more inspectors may be appointed by
the Board of Directors before or at any meeting of stockholders, or, if no such
appointment shall have been made, the presiding officer may make such
appointment at the meeting. At the meeting for which the inspector or inspectors
are appointed, he or they shall open and close the polls, receive and take
charge of the proxies and ballots, and decide all questions touching on the
qualifications of voters, the validity of proxies and the acceptance and
rejection of votes. If any inspector previously appointed shall fail to attend
or refuse or be unable to serve, the presiding officer shall appoint an
inspector in his place.
Section 2.11. Stockholders' Consent in Lieu of Meeting. Unless
otherwise provided in the charter, any action required by law to be taken at any
annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, in the manner,
and to the fullest extent, provided by applicable law.
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Article III - Directors
Section 3.1. Number of Directors. Except as otherwise provided by law,
the charter or these by-laws, the property and business of the Corporation shall
be managed by or under the direction of a board of not less than two nor more
than thirteen directors. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Within the limits
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the stockholders at the annual meeting. Directors need
not be stockholders, residents of the Corporation's state of incorporation or
citizens of the United States. The directors shall be elected by ballot at the
annual meeting of the stockholders and each director shall be elected to serve
until his successor shall be elected and shall qualify or until his earlier
resignation or removal; provided that in the event of failure to hold such
meeting or to hold such election at such meeting, such election may be held at
any special meeting of the stockholders called for that purpose. If the office
of any director becomes vacant by reason of death, resignation,
disqualification, removal, failure to elect, or otherwise, the remaining
directors, although more or less than a quorum, by a majority vote of such
remaining directors may elect a successor or successors who shall hold office
for the unexpired term.
Section 3.2. Change in Number of Directors; Vacancies. The maximum
number of directors may be increased by an amendment to these by-laws adopted by
a majority vote of the Board of Directors or by a majority vote of the capital
stock having voting power, and if the number of directors is so increased by
action of the Board of Directors or of the stockholders or otherwise, then the
additional directors may be elected in the manner provided above for the filling
of vacancies in the Board of Directors or at the annual meeting of stockholders
or at a special meeting called for that purpose.
Section 3.3. Resignation. Any director of this Corporation may resign
at any time by giving written notice to the Chairman of the Board, if any, the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, at the time of receipt if no time is
specified therein and at the time of acceptance if the effectiveness of such
resignation is conditioned upon its acceptance. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 3.4. Removal. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.
Section 3.5. Place of Meetings and Books. The Board of Directors may
hold their meetings and keep the books of the Corporation inside or outside the
Corporation's state of incorporation, at such places as they may from time to
time determine.
Section 3.6. General Powers. In addition to the powers and authority
expressly conferred upon them by these by-laws, the board may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the charter or by these by-laws directed or required to be
exercised or done by the stockholders.
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Section 3.7. Committees. The Board of Directors may designate one or
more committees by resolution or resolutions passed by a majority of the whole
board. Such committee or committees shall consist of one or more directors of
the Corporation, and, to the extent provided in the resolution or resolutions
designating them, shall have and may exercise specific powers of the Board of
Directors in the management of the business and affairs of the Corporation to
the extent permitted by statute and shall have power to authorize the seal of
the Corporation to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.
Section 3.8. Powers Denied to Committees. Committees of the Board of
Directors shall not, in any event, have any power or authority to amend the
charter, adopt an agreement of merger, or consolidation, recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommend to the stockholders a dissolution
of the Corporation or a revocation of a dissolution or to amend the by-laws of
the Corporation unless the resolution or resolutions designating such committee
expressly so provides. Further, no committee of the Board of Directors shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger unless the resolution or
resolutions designating such committee expressly so provides.
Section 3.9. Substitute Committee Member. In the absence or on the
disqualification of a member of a committee, 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 such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.
Section 3.10. Compensation of Directors. The Board of Directors shall
have the power to fix the compensation of directors and members of committees of
the Board. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Section 3.11. Annual Meeting. The newly-elected board may meet at such
place and time as shall be fixed and announced by the presiding officer at the
annual meeting of stockholders, for the purpose of organization or otherwise,
and no further notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present, or they may meet at such place and time as shall be stated in a notice
given to such directors two (2) days prior to such meeting, or as shall be fixed
by the consent in writing of all the directors.
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Section 3.12. Regular Meetings. Regular meetings of the board may be
held without notice at such time and place as shall from time to time be
determined by the board.
Section 3.13. Special Meetings. Special meetings of the board may be
called by the Chairman of the Board on 2 days' notice to each director, or such
shorter period of time before the meeting as will nonetheless be sufficient for
the convenient assembly of the directors so notified. Special meetings shall be
called by the Secretary in like manner and on like notice, on the written
request of two or more directors.
Section 3.14. Quorum. At all meetings of the Board of Directors, a
majority of the total number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically permitted
or provided by statute, or by the charter, or by these by-laws. 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 said meeting which shall be so adjourned.
Section 3.15. Telephonic Participation in Meetings. Members of the
Board of Directors or any committee designated by such board may participate in
a meeting of the board or committee 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
section shall constitute presence in person at such meeting.
Section 3.16. Action by Consent. Unless otherwise restricted by law,
the charter 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 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 proceedings of the board or committee.
Article IV - Officers
Section 4.1. Selection; Statutory Officers. The officers of the
Corporation shall be chosen by the Board of Directors. There shall be a
President, a Secretary and a Treasurer, and there may be a Chairman of the Board
of Directors, one or more Vice Presidents, one or more Assistant Secretaries,
and one or more Assistant Treasurers, as the Board of Directors may elect. Any
number of offices may be held by the same person. Subject to law, the charter
and to the other provisions of these by-laws, each officer shall have, in
addition to the duties and powers herein set forth, such duties and powers as
are commonly incident to his office and such additional duties and powers as the
board of directors may from time to time designate.
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Section 4.2. Time of Election. The officers above named shall be chosen
by the Board of Directors at its first meeting after each annual meeting of
stockholders. None of said officers need be a director or stockholder.
Section 4.3. Additional Officers. The board may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4.4. Terms of Office. Each officer of the Corporation shall
hold office until his successor is chosen and qualified, or until his earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors, with or without
cause.
Section 4.5. Compensation of Officers. The Board of Directors shall
have power to fix the compensation of all officers of the Corporation. It may
authorize any officer, upon whom the power of appointing subordinate officers
may have been conferred, to fix the compensation of such subordinate officers.
Section 4.6. Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and directors, and
shall have such other duties as may be assigned to him from time to time by the
Board of Directors.
Section 4.7. President. Unless the Board of Directors otherwise
determines, the President shall be the chief executive officer and head of the
Corporation. Unless there is a Chairman of the Board, the President shall
preside at all meetings of directors and stockholders. Under the supervision of
the Board of Directors and of any applicable committee thereof, the President
shall have the general control and management of its business and affairs,
subject, however, to the right of the Board of Directors and of any applicable
committee to confer any specific power, except such as may be by statute
exclusively conferred on the President, upon any other officer or officers of
the Corporation. The President shall perform and do all acts and things incident
to the position of President and such other duties as may be assigned to him
from time to time by the Board of Directors or any applicable committee thereof.
Section 4.8. Vice-President. The Vice Presidents shall perform such of
the duties of the President on behalf of the Corporation as may be respectively
assigned to them from time to time by the Board of Directors or by the executive
committee or by the President. The Board of Directors or any applicable
committee may designate one of the Vice-Presidents as the Executive
Vice-President, and in the absence or inability of the President to act, such
Executive Vice-President shall have and possess all of the powers and discharge
all of the duties of the President, subject to the control of the board and of
any applicable committee.
Section 4.9. Treasurer. The Treasurer shall have the care and custody
of all the funds and securities of the Corporation which may come into his hands
as Treasurer, and the power and authority to endorse checks, drafts and other
instruments for the payment
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of money for deposit or collection when necessary or proper and to deposit the
same to the credit of the Corporation in such bank or banks or depository or
depositories as the Board of Directors or any applicable committee, or the
officers or agents to whom the Board of Directors or any applicable committee
may delegate such authority, may designate, and he may endorse all commercial
documents requiring endorsements for or on behalf of the Corporation. He may
sign all receipts and vouchers for the payments made to the Corporation. He
shall render an account of his transactions to the Board of Directors or to any
applicable committee as often as the board or such committee shall require the
same. He shall enter regularly in the books to be kept by him for that purpose
full and adequate account of all moneys received and paid by him on account of
the corporation. He shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors and of any
applicable committee. He shall, when requested pursuant to vote of the Board of
Directors or any applicable committee, give a bond to the Corporation
conditioned for the faithful performance of his duties, the expense of which
bond shall be borne by the Corporation.
Section 4.10. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the stockholders. He shall attend to
the giving and serving of all notices of the Corporation. Except as otherwise
ordered by the Board of Directors or any applicable committee, he shall attest
the seal of the Corporation upon all contracts and instruments executed under
such seal and shall affix the seal of the Corporation thereto and to all
certificates of shares of capital stock of the Corporation. He shall have charge
of the stock certificate book, transfer book and stock ledger, and such other
books and papers as the Board of Directors or any applicable committee may
direct. He shall, in general, perform all the duties of Secretary, subject to
the control of the Board of Directors and of any applicable committee.
Section 4.11. Assistant Secretary. The Board of Directors may appoint
or remove one or more Assistant Secretaries of the Corporation. Any Assistant
Secretary upon his appointment shall perform such duties of the Secretary, and
also any and all such other duties as the Board of Directors, any applicable
committee, the President, any Vice-President, the Treasurer or the Secretary may
designate.
Section 4.12. Assistant Treasurer. The Board of Directors may appoint
or remove one or more Assistant Treasurers of the Corporation. Any Assistant
Treasurer upon his appointment shall perform such of the duties of the
Treasurer, and also any and all such other duties as the Board of Directors or
any applicable committee may designate.
Section 4.13. Subordinate Officers. The Board of Directors may select
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
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Article V - Stock
Section 5.1. Stock. Each stockholder shall be entitled to a certificate
or certificates of stock of the Corporation in such form as the Board of
Directors may from time to time prescribe. The certificates of stock of the
Corporation shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall certify the holder's name and number
and class of shares and shall be signed by both of (a) either the President or a
Vice-President, and any one of the Treasurer or the Secretary, and shall be
sealed with the corporate seal of the Corporation. If such certificate is
countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee, the
signature of the officers of the Corporation and the corporate seal may be
facsimiles. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature shall have been used thereon had not
ceased to be such officer or officers or the Corporation.
Section 5.2. Fractional Share Interests. The Corporation may, but shall
not be required to, issue fractions of a share. If the Corporation does not
issue fractions of a share, it shall (a) arrange for the disposition of
fractional interests by those entitled thereto, (b) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (c) issue scrip or warrants in registered or bearer
form which shall entitle the holder to receive a certificate for a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
Section 5.3. Transfers of Stock. Subject to any transfer restrictions
then in force, the shares of stock of the Corporation shall be transferable 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. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
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accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof save as expressly provided by applicable
law.
Section 5.4. Record Date. For the purpose of determining 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 the 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, in advance, a record
date, which shall not be more than 60 days nor less than 10 days before the date
of such meeting, nor more than 60 days prior to any other action. If no such
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the day on which the first written consent is expressed; and 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 any 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 5.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates of stock to bear the signature or
signatures of any of them.
Section 5.6. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the charter, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the charter and applicable law. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
Section 5.7. Lost, Stolen or Destroyed Certificates. No certificates
for shares of stock of 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 the loss, theft or destruction and upon
indemnification of the Corporation and its agents to such extent and in such
manner as the Board of Directors may from time to time prescribe.
Section 5.8. Inspection of Books. The Board of Directors shall have
power from time to time to determine whether and to what extent and at what
times and places and under what conditions and regulations the accounts and
books of the Corporation (other than the stock ledger) or any of them, shall be
open to inspection of stockholders
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and no stockholder shall have any right to inspect any account or book or
document of the Corporation except as conferred by statute or authorized by the
Board of Directors.
Article VI - Miscellaneous Management Provisions
Section 6.1. Execution of Papers. Except as the board of directors may
generally or in particular cases authorize the execution thereof in some other
manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or
other obligations made accepted or endorsed by the Corporation shall be signed
by the chairman of the board, if any, the president, a vice president or the
treasurer.
Section 6.2. Notices. Notices to directors may, and notices to
stockholders shall, be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given 5 days after the same
shall be mailed. Notice to directors may also be given by telegram, telecopy or
orally, by telephone or in person. Whenever any notice is required to be given
under the provisions of the statutes or of the charter of the Corporation or of
these by-laws, a written waiver of notice, signed by the person or persons
entitled to said notice, whether before or after the time stated therein or the
meeting or action to which such notice relates, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting except when the person 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 6.3. Conflict of Interest. 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, or solely because the director or officer is present at or
participates in the meeting of the board of or committee thereof which
authorized the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (a) the material facts as to this relationship or
interest and as to 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, even though the disinterested directors be less
than a quorum; or (b) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
of the Corporation entitled to vote thereon, and the contract or transaction is
specifically approved by vote of such stockholders; or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
Section 6.4. Voting of Securities Owned by This Corporation. Subject
always to the specific directions of the Board of Directors, (a) any shares or
other securities
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issued by any other Corporation and owned or controlled by this Corporation may
be voted in person at any meeting of security holders of such other corporation
by the President, any Vice President, or the Treasurer, and (b) whenever, in the
judgment of the President or any other appropriate officer, it is desirable for
this Corporation to execute a proxy or written consent in respect to any shares
or other securities issued by any other Corporation and owned by this
Corporation, such proxy or consent shall be executed in the name of this
Corporation by the President or such officer, without the necessity of any
authorization by the Board of Directors, affixation of corporate seal or
countersignature or attestation by another officer. Any person or persons
designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.
Article VII - Indemnification
Section 7.1. The Corporation shall, to the maximum extent permitted
from time to time under the laws of the state of incorporation of the
Corporation, indemnify, and upon request shall advance expenses to any person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was or has agreed to be a director or officer of this Corporation or while a
director or officer is or was serving at the request of this Corporation as a
director, officer, partner, trustee, fiduciary, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses (including
attorney's fees and expenses), judgments, fines, penalties and amounts paid in
settlement incurred in connection with such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require this Corporation to
indemnify or advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person,
other than an action to enforce indemnification rights. Such indemnification
shall not be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any such person
seeking indemnification under this Section 7.1 shall be deemed to have met the
standard of conduct required for such indemnification unless the contrary shall
be established. The Corporation shall have the power to provide indemnification
and advance expenses to any other person, including employees and agents of the
Corporation and stockholders purporting to act on behalf of the Corporation, to
the extent permitted by the law of the state of incorporation of the
Corporation.
Article VIII - Amendments
Section 8.1. Amendments. The by-laws of the Corporation may be altered,
amended or repealed at any meeting of the Board of Directors upon notice thereof
in accordance with these by-laws, or at any meeting of the stockholders by the
vote of the holders of the majority of the stock issued and outstanding and
entitled to vote at such
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meeting, in accordance with the provisions of the charter of the Corporation and
applicable laws.
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