EXHIBIT 3.16
- --------------------------------------------------------------------------------
CINCINNATI MILACRON RESIN ABRASIVES INC.
Incorporated Under the laws
of the State of Delaware
--------------
BY-LAWS
--------------
As adopted on January 16, 1991
- --------------------------------------------------------------------------------
2
BY-LAWS OF CINCINNATI MILACRON RESIN ABRASIVES INC.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of CINCINNATI
MILACRON RESIN ABRASIVES INC. (the "Corporation") in the State of Delaware shall
be at 1209 Orange Street, City of Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The Corporation Trust Company.
SECTION 2. Other Offices. The Corporation may also have an office or
offices at any other place or places within or without the State of Delaware.
ARTICLE II
Meetings of Stockholders; Stockholders'
Consent in Lieu of Meeting
SECTION 1. Annual Meetings. The annual meeting of the stockholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, date and hour as
shall be fixed by the Board of Directors (hereinafter called the "Board") and
designated in the notice or waiver of notice thereof, except that no annual
meeting need be held if all actions, including the election of directors,
required by the Delaware General Corporation Law to be taken at a stockholders'
annual meeting are taken by written consent in lieu of meeting pursuant to
Section 4 of this Article II.
SECTION 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Board or the President of the Corporation to be held
at such place, date and hour as shall be designated in the notice.
3
SECTION 3. Notice of Meetings. Unless waived in writing by the
stockholder of record or unless such stockholder shall be represented at the
meeting in person or by proxy, each stockholder of record shall be given written
notice of each meeting of stockholders not less than 10 nor more than 60 days
before the date of such meeting, which notice shall state the place, date and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
SECTION 4. Quorum. At each meeting of the stockholders, except as
otherwise expressly required by law, stockholders holding a majority of the
shares of stock of the Corporation issued, outstanding and entitled to be voted
at the meeting shall be present in person or by proxy in order to constitute a
quorum for the transaction of business. In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or by proxy and entitled to vote thereat or,
in the absence therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may reschedule such meeting
from time to tine until stockholders holding the amount of stock requisite for a
quorum shall be present in person or by proxy. At any such rescheduled meeting
at which a quorum may be present, any business may be transacted that might
have been transacted at the meeting as originally called.
SECTION 5. Voting. Each holder of voting stock of the Corporation shall,
at each meeting of the stockholders, be entitled to one vote in person or by
proxy for each share of stock of the Corporation held by him and registered in
his name on the books of the Corporation on the date fixed pursuant to the
provisions of
4
Section 4 of Article IX of these By-laws as the record date for the
determination of stockholders who shall be entitled to receive notice of and to
vote at such meeting.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall neither be entitled to
vote nor be counted for quorum purposes. Any vote of stock of the Corporation
may be given at any meeting of the stockholders by the stockholders entitled to
vote thereon either in person or by proxy appointed by an instrument in writing
delivered to the Secretary or an Assistant Secretary of the Corporation or the
secretary of the meeting. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy. At all meetings of the stockholders, all matters, except as
otherwise provided by law or in these By-laws, shall be decided by the vote of a
majority of the votes cast by stockholders present in person or by proxy and
entitled to vote thereat, a quorum being present. Except as otherwise expressly
required by law, the vote at any meeting of the stockholders on any question
need not be by ballot, unless so directed by the chairman of the meeting. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.
SECTION 6. Action by Written Consent. Except as otherwise provided by law
or by the Certificate of Incorporation, any action required or permitted to be
taken at any annual or special meeting of the stockholders may be taken
5
without a meeting, without prior notice and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock of the Corporation having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares of stock of the Corporation entitled to vote thereon
were present and voted.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation directed or required to be exercised or done by the
stockholders.
SECTION 2. Number and Term of Holding Office. The number of directors
which shall constitute the whole Board shall be three or such other number as
from time to time shall be fixed by resolution of the Board. Each of the
directors of the Corporation shall hold office until the annual meeting next
after his election and until his successor shall be elected and shall qualify or
until his earlier death or resignation or removal in the manner hereinafter
provided.
SECTION 3. Chairman of the Board and Organization of Business. The Board
may elect from among its members a Chairman of the Board who shall be an officer
of the Board. The Chairman of the Board shall preside at all meetings
6
of the Board at which he shall be present and shall perform such other duties as
may be assigned to him from time to time by the Board. In the absence of the
Chairman of the Board, the President, if a director, or, in his absence, a
chairman chosen by a majority of the directors present, shall act as chairman.
The Secretary of the Corporation or, in his absence, any person (who shall be an
Assistant Secretary if an Assistant Secretary shall be present) who the chairman
shall appoint, shall act as secretary of such meeting and keep the minutes
thereof.
SECTION 4. Resignations. Any director nay resign at any time by giving
written notice of his resignation to the Board, the President or the Secretary
of the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it is to become effective shall not be specified
therein, when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. Removal of Directors. A director may be removed, either with or
without cause, at any time by vote of a majority of the whole Board or by vote
of the holders of a majority of the shares then entitled to vote at an election
of directors.
SECTION 6. Vacancies. In case of any vacancy on the Board or in case of
any newly created directorship, a director to fill the vacancy or the newly
created directorship for the unexpired portion of the term being filled may be
elected by a majority of the directors of the Corporation then in office, even
though the directors then in office may constitute less than a quorum.
7
SECTION 7. Place of Meeting. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the notices or waivers
of notice thereof.
SECTION 8. Meetings. (a) Annual Meetings. As soon as practicable after
each annual election of directors, the Board shall meet for the purpose of
organization and the transaction of other business.
(b) Other Meetings. Other meetings of the Board shall be held at such
times and places as the Board shall from time to time determine or upon call by
the President or any two or more of the directors.
SECTION 9. Notice of Meetings. The Secretary of the Corporation shall give
notice to each director of each meeting, including the time and place of such
meeting. Notice of each such meeting shall be mailed to each director addressed
to him at his residence or usual place of business, at least two days before the
day on which such meeting is to be held, or shall be sent to him by telecopy,
telegraph or other form of electronic communication or be delivered personally
or by telephone not later than the day before the day on which such meeting is
to be held. Notice of any meeting shall not be required to be given to any
director who shall attend such meeting. A written waiver of notice, signed by
the person entitled thereto, whether before or after the time stated therein,
shall be equivalent to adequate notice.
8
SECTION 10. Quorum and Manner of Acting. Except as provided in Section 6
of this Article III, one-half of the total number of directors shall be
necessary at any meeting of the Board in order to constitute a quorum for the
transaction of business at such meeting and the vote of a majority of those
directors present at any such meeting at which a quorum shall be present shall
be necessary for the passage of any resolution or act of the Board, except as
otherwise expressly required by law or these By-laws. In the absence of a quorum
for any such meeting, a majority of the directors present thereat may adjourn
such meeting from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given.
SECTION 11. Unanimous Director Consent in Lieu of Meeting. Any action by
the Board or a committee appointed pursuant to Section 1 of Article IV hereof
may be taken without a meeting if all members of the Board or such committee
consent to such action in writing and the writing or writings are filed with the
minutes of the proceedings of the Board or such committee.
SECTION 12. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee designated by the Board, may participate in a meeting of the Board or
any such 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 by such means shall constitute
presence in person at such meeting.
9
SECTION 13. Remuneration. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at meetings of the Board or of any committee, or
both, as the Board shall from time to time determine. The Board may likewise
provide that the Corporation shall reimburse each director or member of a
committee for any expenses incurred by him on account of his attendance at any
such meeting. Nothing contained in this Section shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
remuneration therefor.
ARTICLE IV
COMMITTEES
SECTION 1. Committees. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee who may replace an absent or
disqualified member at any meeting of such committee. In the absence or
disqualification of any 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 to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board
constituting such committee, shall have and may exercise all the delegate powers
and authority of the Board in the management of the business and affairs of the
Corporation. Notices for meetings of a committee shall be given in the manner
required by Section 9 of Article III hereof and may be waived in writing or
dispensed with as
10
therein provided. A committee may adopt its own resolutions of procedure and may
keep a record of its proceedings which shall be reported upon to the Board and
filed with the minutes of the proceedings of the Board of such committee.
ARTICLE V
Officers
SECTION 1. Number. The officers of the Corporation shall be a President,
such number of Vice Presidents (including Executive and Senior Vice Presidents)
as the Board may determine from time to time, a Treasurer and a Secretary. Each
such officer shall be elected by the Board at its annual meeting and shall hold
office until the next annual meeting of the Board and until his successor shall
be elected or until his earlier death or resignation or removal in the manner
hereinafter provided. Any number of offices may be held by the same person.
The Board may elect or appoint such other officers of the Corporation
(including one or more Assistant Treasurers and one or more Assistant
Secretaries) as it shall deem necessary who shall have such authority and shall
perform such duties as the Board may prescribe. If any additional officers shall
be elected or appointed during the year, each of them shall hold office until
the next annual meeting of the Board at which officers shall be regularly
elected or appointed and until his successor shall be elected or appointed or
until his earlier death or resignation or removal in the manner hereinafter
provided.
11
A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.
All officers elected or appointed by the Board or appointed by an officer
shall be subject to removal at any time by the Board with or without cause.
Any officer may resign at any time by giving written notice to the Board
or the President or the Secretary of the Corporation, and such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, it shall take effect when accepted by
action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 2. The President. The President of the Corporation, subject to the
direction of the Board, shall be the chief executive officer of the Corporation,
shall have general charge of the business and affairs of the Corporation, shall
have the direction of all other officers, agents and employees and may assign
such duties to the other officers of the Corporation as he shall deem
appropriate.
SECTION 3. Vice Presidents. Each Vice President of the Corporation shall
have such powers and duties as shall be prescribed by the President of the
Corporation or the Board.
SECTION 4. Treasurer. The Treasurer shall be the chief financial officer
of the Corporation and shall have charge and custody of all funds,
12
securities and other valuable effects owned or held by the Corporation, except
those held elsewhere at the direction of the Board or the President, and shall
deposit all such funds in the name and to the credit of the Corporation in such
depositories as may by designated in accordance with the provisions of these
By-laws. He shall disburse or cause to be disbursed the funds of the Corporation
as may be directed by the Board or the President and shall keep true and full
accounts of all receipts and disbursements and other transactions of the
Corporation. He shall perform all duties and have all powers incident to the
office of Treasurer and shall perform such other duties as shall be assigned to
him by the Board or the President. The Treasurer may be assisted by one or more
Assistant Treasurers.
SECTION 5. Secretary. The Secretary of the Corporation shall keep the
records of all meetings of stockholders and of the Board. He may affix the seal
of the Corporation, if any, to all deeds, contracts, bonds or other instruments
when the same shall have been signed on behalf of the Corporation by a duly
authorized officer and shall be the custodian of all contracts, deeds, documents
and all other indicia of title to properties owned by the Corporation and of its
other corporate records, except accounting records.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, etc.
SECTION 1. Execution of Documents. The Board shall designate the officers,
employees and agents of the Corporation who shall have power to execute and
deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and
13
other orders for the payment of money and other documents for and in the name of
the Corporation and may authorize such officers, employees and agents to
delegate such power (including authority to redelegate) by written instrument to
other officers, employees or agents of the Corporation.
SECTION 2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board, the President or any other officer of the Corporation to
whom power in that respect shall have been delegated by the Board shall select.
SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations. The President or any officer of the Corporation designated by the
Board shall have authority from time to time to appoint an agent or agents of
the Corporation to exercise in the name and on behalf of the Corporation the
powers and rights which the Corporation may have as the holder of stock or other
securities or interest in any other corporation or business entity and to vote
or consent in respect of such stock, securities or interest; such designated
officers may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and the President or such designated officers
may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, if any, or otherwise, such written
proxies, powers of attorney or other instruments as they may deem necessary or
proper in order that the Corporation may exercise such power and rights.
14
ARTICLE VII
Books and Records, Seal, Fiscal Year
SECTION 1. Books and Records. The books and records of the Corporation may
be kept at such places within or without the State of Delaware as the Board may
from time to time determine.
SECTION 2. Seal. The Board may by resolution provide a corporate seal In
such form as shall be specified in such resolution.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall end on
the 31st day of December in each year.
ARTICLE VIII
Indemnification
SECTION 1. Action, etc., Other than by or in the Right of the Corporation.
The Corporation shall indemnify any person who shall be or shall have been a
party or shall be threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he shall be or shall have been a director, officer,
employee or agent of the Corporation, or shall be or shall have been serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
15
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he shall have acted in good faith and in
a manner he reasonably shall have believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct shall have been
unlawful. The termination of any action, suit or proceedings by judgment, order,
settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person shall not have acted
in good faith and in a manner which he reasonably shall have believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, that he shall have had reasonable cause to
believe that his conduct shall have been unlawful.
SECTION 2. Actions, etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who shall be or shall have been or is a
party or shall be threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he shall be or shall have been
a director, officer, employee or agent of the Corporation, or shall be or shall
have been serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he shall have acted in good faith and in a manner he
reasonably shall have believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim,
16
issue or matter as to which such person shall have been adjudged to be liable to
the Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person shall be fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.
SECTION 3. Determination of Right of Indemnification. Any indemnification
under Section 1 or 2 of this Article (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent shall be proper
in the circumstances because he shall have met the applicable standard of
conduct set forth in Section 1 or 2 of this Article. Such determination shall be
made (i) by the Board by a majority vote of a quorum consisting of directors who
shall not have been parties to such action, suit or proceeding, (ii) if such a
quorum shall not be obtainable, or, even if obtainable, a quorum of
disinterested directors shall so direct, by independent legal counsel in a
written opinion or (iii) by the stockholders.
SECTION 4. Right to Indemnification. Notwithstanding the other provisions
of this Article, to the extent that a director, officer, employee or agent of a
corporation shall be successful on the merits in defense of any action, suit or
proceeding referred to in Section 1 or 2 of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
17
SECTION 5. Prepaid Expenses. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an understanding by or on behalf of such officer or
director to repay such amount unless it shall ultimately be determined that he
shall be entitled to be indemnified by the Corporation as authorized in this
Article. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board deems appropriate.
SECTION 6. Other Rights and Remedies. The indemnification and advancement
of expenses provided by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled by law or under any 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.
SECTION 7. Insurance. Upon resolution passed by the Board, the Corporation
may purchase and maintain insurance on behalf of any person who shall be or
shall have been a director, officer, employee or agent of the Corporation, or
shall be or shall have been 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.
18
SECTION 8. Status of Former Directors, etc. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
ARTICLE IX
Shares and Their Transfer; Fixing Record Date
SECTION 1. Certificate for Stock. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him in the Corporation and designating the class of stock to which such shares
belong, which shall otherwise be in such form as the Board shall prescribe. Each
such certificate shall be signed by, or in the name of the Corporation by, the
Chairman or a Vice Chairman of the Board, the President or a Vice President and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may nevertheless be issued by
the Corporation with the same effect as if he were such officer at the date of
issue.
SECTION 2. RECORD. A record shall be kept of the name of the person, firm
or corporation owning the stock represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate
and the date thereof, and, in the case of cancellation, the date of
cancellation.
19
Except as otherwise expressly required by law, the person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
SECTION 3. Lost, Stolen, Destroyed or Mutilated Certificates. The holder
of any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or mutilated, and the Board or the President or the Secretary may, in
its or his discretion, require the owner of the lost, stolen, mutilated or
destroyed certificate or his legal representatives to give the Corporation a
bond in such sum, limited or unlimited, in such form and with such surety or
sureties as the Board shall in its discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, mutilation or destruction of any such certificate or the
issuance of any such new certificate.
SECTION 4. Fixing Date for Determination of Stockholders of Record. (a) 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, the Board
may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which shall not
be more than 60 or less than 10 calendar days before the date of such meeting.
If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of
20
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. 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 may fix a new record date for
the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board 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 and which date shall
not be more than 10 calendar days after the date upon which the resolution
fixing the record date is adopted by the Board. If no record date has been fixed
by the Board, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board is otherwise required, 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 by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the registered office of the Corporation shall be by
hand or by certified or registered mail, return receipt requested. If no record
date has been fixed by the Board and prior action by the Board is required, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board adopts the resolution taking such prior action.
21
(c) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders 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 may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 calendar days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.
ARTICLE X
Amendments
SECTION 1. Amendment. These By-laws may be altered or repealed by the vote
of the Board, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board.