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McGRAW HILL, INC.
BY-LAWS
(As amended July 28, 1993)
ARTICLE I
STOCKHOLDERS
1. A meeting of the stockholders shall be held annually,
wheresoever designated by the Board of Directors on the last Wednesday in April
of each year or on such other date as a resolution of the Board of Directors
may designate, for the purpose of electing directors, hearing the reports of
officers and directors, and for the transaction of such other business required
or authorized to be transacted by the stockholders. Any previously scheduled
annual or special meeting of stockholders may be postponed by resolution of the
Board of Directors, upon public notice given prior to the date scheduled for
such meeting.
2. Unless waived in writing by all stockholders, notice of the
time, place and object of such meeting shall be given by mailing, at least ten
days previous to such meeting, postage prepaid, a copy of such notice,
addressed to each stockholder at his address as the same appears on the books
of the Company.
3. Special meetings of stockholders for whatsoever purpose shall
be held at the principal office of the Company or at such other place as may be
designated by a
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resolution of the Board of Directors and may only be called pursuant to a
resolution approved by a majority of the Board of Directors.
4. Notice of each special meeting, except where otherwise
expressly provided by statute, and unless waived in writing by every
stockholder entitled to vote, stating the time, place and in general terms the
purpose or purposes thereof, shall be mailed not less than thirty nor more than
fifty days prior to the meeting to each stockholder at his address as the same
appears on the books of the Company.
5. At a meeting of stockholders the holders of a majority of the
shares entitled to vote, being present in person or represented by proxy, shall
be a quorum for all purposes, except where otherwise provided by statute or by
the certificate of incorporation.
6. If at any meeting a quorum shall fail to attend in person or
by proxy, a majority in interest of stockholders entitled to vote present or
represented by proxy at such meeting may adjourn the meeting from time to time
without further notice until a quorum shall attend and thereupon any business
may be transacted which might have been transacted at the meeting as originally
called had the same been then held. The Chairman of a meeting of stockholders
may adjourn such meeting from time to time, whether or not there is a quorum of
stockholders at such meeting.
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7. The Chairman of the Board, and in his absence the President,
and in his absence a Chairman appointed by the Board of Directors, shall call
meetings of the stockholders to order and shall act as Chairman thereof.
8. The Secretary of the Company shall act as Secretary at all
meetings of the stockholders and in his absence the Chairman of the meeting may
appoint any person to act as Secretary.
9. At each meeting of stockholders every stockholder entitled to
vote may vote in person or by proxy, and shall have one vote for each share of
stock registered in his name. The Board of Directors may fix a day not more
than fifty days prior to the day of holding any meeting of the stockholders as
the day as of which stockholders entitled to notice of and to vote at such
meeting shall be determined, and all persons who shall be holders of record of
voting stock at such time and no other shall be entitled to notice of and to
vote at such meeting.
10. At all elections of directors the polls shall be opened and
closed, the proxies shall be received and taken in charge and all ballots shall
be received and counted by two inspectors who shall be appointed by the Board.
If any inspector shall fail to attend or refuse to act, the vacancy may be
filled at the meeting by the
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Chairman of the meeting. No candidate for election as director shall be
appointed an inspector.
11. The inspectors shall, before entering upon the discharge of
their duties, be sworn to faithfully execute the duties of inspector at such
meeting with strict impartiality and according to the best of their ability.
ARTICLE I-A
NOMINATION OF DIRECTORS AND PRESENTATION
OF BUSINESS AT STOCKHOLDER MEETINGS
1. Nominations of persons for election to the Board of Directors
of the Company and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i) pursuant to
the Company's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Company who was a stockholder of
record at the time of giving of notice provided for in this Article I-A, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Article I-A.
2. For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of Section 1
of this Article I-A, the stockholder must have given timely notice thereof in
writing to the Secretary of the
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Company. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made. Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; (iii) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made (a)
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the name and address of such stockholder, as they appear on the Company's
books, and of such beneficial owner and (b) the class and number of shares of
the Company which are owned beneficially and of record by such stockholder and
such beneficial owner.
Notwithstanding anything in the second sentence of this
Section 2 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Company
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Company.
3. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Company's notice of meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Company's notice of meeting (A) by
or at the direction of
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the Board of Directors or (B) provided that the Board of Directors has
determined that directors shall be elected at such special meeting, by any
stockholder of the Company who is a stockholder of record at the time of giving
of notice provided for in this Article I-A, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
Article I-A. In the event the Company calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board, any such
stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Company's notice of meeting, if the
stockholder's notice required by Section 2 of this Article I-A shall be
delivered to the Secretary at the principal executive offices of the Company
not earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.
4. Only such persons who are nominated in accordance with the
procedures set forth in this Article I-A shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Article I-A. The Chairman of the meeting of
stockholders shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the
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meeting was made in accordance with the procedures set forth in this Article
I-A and, if any proposed nomination or business is not in compliance with this
Article I-A, to declare that such defective nominations or proposal shall be
disregarded.
5. For purposes of this Article I-A, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.
6. Notwithstanding the foregoing provisions of this Article I-A,
a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Article I-A. Nothing in this Article I-A shall be
deemed to affect any rights of stockholders to request inclusion of proposals
in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE II
BOARD OF DIRECTORS
1. The business and affairs of the corporation shall be managed
under the direction of the Board of Directors. Unless and until changed as
provided in this Section 1 of this Article II, the number of directors
constituting the Board of Directors shall be fourteen (14). The Board of
Directors shall have power from time to time and at any time, by vote of a
majority of the total number of directors which the corporation would have if
there were no vacancies on the Board, to increase or reduce the number of
directors constituting the Board of Directors to such number (subject to any
limits contained in the certificate of incorporation) as the Board of Directors
shall determine, but in no event to less than twelve (12) or more than
twenty-five (25). Subject to the express terms and conditions of the
certificate of incorporation and these By-Laws, the directors shall have the
usual and customary powers and duties of directors of a corporation; also any
and all powers given and permitted by law; and also power to exercise any and
all powers of the corporation, and to do any and all acts without any prior
action taken or consent given by the stockholders, unless required by law, or
the certificate of incorporation, or by these By-Laws; the directors may
exercise all powers, and do all acts and things which are not, by statute or by
the certificate of incorporation or these By-Laws, expressly directed or
required to be exercised or done by the stockholders.
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2. Without prejudice to the general powers conferred by the last
preceding section, and the other powers conferred by the certificate of
incorporation and by these By-Laws, it is hereby expressly declared that the
Board of Directors shall have the following powers, that is to say:
FIRST: From time to time to make and change rules and regulations,
not inconsistent with these By-Laws, for the management of the
Company's business and affairs.
SECOND: To purchase or otherwise acquire for the Company and
property, rights or privileges which the Company is authorized to
acquire, at such price and on such terms and conditions, and for such
consideration, as they shall, from time to time, see fit.
THIRD: At their discretion to pay for any property or rights acquired
by the Company, either wholly or partly, in money or in stocks, bonds,
debentures or other securities of the Company.
FOURTH: To appoint and at their discretion remove or suspend such
subordinate officers, agents or servants, permanently or temporarily,
as they may, from time to time, think fit, and to determine their
duties, and fix, and, from time to time, change their salaries or
emoluments, and to require security in such instance and in such
amounts as they think fit.
FIFTH: To confer by resolution upon any elected or appointed officer
of the Company the power to choose, remove or suspend subordinate
officers, agents or servants.
SIXTH: To appoint any person or persons to accept and hold in trust
for the Company any property belonging to the Company, or in which it
is interested, or for any other purpose, and to execute and do all
such duties and things as may be requisite in relation to any such
trust.
SEVENTH: To determine who shall be authorized on the Company's behalf,
to sign bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents.
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EIGHTH: From time to time to provide for the management of the
affairs of the Company, at home or abroad, in such manner as they see
fit, and in particular, from time to time, to delegate any of the
powers of the Board of Directors in the course of the current business
of the Company, to any special or standing committee or to any officer
or agent, and to appoint any persons to be the agents of the Company,
with such powers (including the power to sub-delegate), and upon such
terms, as may be thought fit.
NINTH: To appoint an Executive Committee of three or more directors
and such other persons as may be added thereto by specific resolution
of the Board, who may meet at stated times, or on notice to all by any
of their own number; who shall generally perform such duties and
exercise such powers as may be directed or delegated by the Board of
Directors from time to time. The Board may delegate to such Committee
authority to exercise the powers of the Board while the Board is not
in session, except as otherwise provided by law. The Executive
Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.
3. Each director shall serve for the term for which he shall be
elected and until his successor shall be chosen and shall accept his election,
but any director may resign at any time.
4. The directors may hold their meetings and may have an office
and keep the books of the Company at such place or places as the Board from
time to time may determine.
5. A regular meeting of the Board of Directors shall be held each
year, either immediately following adjournment of the Annual Meeting of
Stockholders or at such other time as may be fixed by the Chairman of the Board
or the President but on a
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date no later than 60 days following the adjournment of the Annual Meeting of
Stockholders, for the purpose of electing officers, members of the Executive
Committee, members of the other committees of the Board, and to organize the
Board for the ensuing year. Regular meetings of the Board of Directors shall
also be held monthly at such time and place as may be fixed by the Chairman of
the Board, or the President. Notice shall be given to each director of the
date of each regular meeting by the Secretary in the same manner as provided in
Article II, Section 7, of these By-Laws for notice of special meetings of
directors.
6. Special meetings of the Board shall be held whenever called by
the Chairman, or by the President, or by the Secretary upon receiving the
written request of a majority of the directors of the Board then in office. If
so specified in the notice thereof, any and all business may be transacted by a
special meeting.
7. The Secretary shall give notice to each director of each
special meeting by mailing the same, at least two days before the meeting, or
by telegraphing or telephoning not later than the day before the meeting. If
every director shall be present at any meeting any business may be transacted
without previous notice.
8. A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business, except where otherwise provided by
statute or by the
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certificate of incorporation or by these By-Laws, and a majority of those
present at the time and place of any regular or special meeting may adjourn the
same from time to time without notice.
9. Any one or more members of the Board may participate in a
meeting of the Board by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
ARTICLE III
COMMITTEES
1. The Board may appoint such committees, as it may deem
advisable. Committees so appointed shall have such powers and duties as may be
specified in the resolution of appointment.
2. Each committee shall keep regular minutes of its proceedings
and report the same to the Board when required.
3. Any one or more members of any such committee may participate
in a meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear
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each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
4. Any action required or permitted to be taken at any meeting of
any committee may be taken without a meeting, if all members of the committee
consent in writing to the adoption of a resolution authorizing the action and
if the resolution and the written consent thereto are filed with the
proceedings of the committee.
ARTICLE IV
OFFICERS
1. The elective officers of the Corporation other than directors
shall be a Chairman of the Board of Directors, a President, one or more
Vice-Presidents, a Secretary and a Treasurer. Any two of the aforesaid offices
may be filled by the same person. For purposes of these By-Laws the office of
Vice-President also may include one or more Executive Vice-Presidents and one
or more Senior Vice-Presidents. The term of office of each of said officers
shall continue until the next annual election of directors and the selection of
his successor by the Board of Directors. Any officer may, at any time, with or
without cause, be suspended or removed from office by the affirmative vote of a
majority of the entire Board at a meeting thereof. The Chairman of the Board
and the President shall be chosen from among the directors.
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2. The Chairman of the Board when present shall preside at all
meetings of the Board of Directors and at all meetings of the stockholders. He
shall perform all duties incident to the office of the Chairman of the Board.
The Chairman also shall be the Chief Executive Officer of the Corporation and
shall be responsible for the general and active supervision and direction of
the business, policies and activities of the Corporation, subject to the
control of the Board of Directors. He may execute on behalf of the Corporation
all authorized deeds, bonds, mortgages, contracts, documents and papers and may
affix thereto the corporate seal when required. He shall have power to sign
debentures and certificates of stock of the Corporation.
3. The President shall be the Chief Operating Officer of the
Corporation and shall have general responsibility for directing, administering
and coordinating the operational phases of the Corporation's business, subject
to the control of the Chairman and Chief Executive Officer. He shall have such
duties as the Board may from time to time determine or as may be prescribed by
these By-Laws. He shall be responsible for seeing that the orders and
resolutions of the Board are carried into effect. He may execute on behalf of
the Corporation all authorized deeds, bonds, mortgages, contracts, documents
and papers and may affix thereto the corporate seal when required. He shall
have power to sign debentures and certificates of stock of the Corporation.
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If the office of the Chairman of the Board shall be vacant, or
if the person holding that office shall be absent, the President shall preside
at meetings of stockholders and of the Board of Directors.
4. In the absence or inability to act of both the Chairman and
the President, the Board may designate any senior corporate officer to perform
the duties of temporary Chairman which shall include presiding at meetings of
stockholders and of the Board of Directors.
5. The Board may elect or appoint one or more Vice-Presidents.
Each Vice-President shall have such powers and shall perform such duties as may
be assigned to him by the Board or by the President. In case of the absence or
disability of the President the duties of that office shall be performed by
whomever the Board shall determine by resolution.
6. The Secretary shall be sworn to the faithful discharge of his
duties; he shall attend all meetings of the directors and stockholders, and
shall record all the proceedings of such meetings in a book to be kept for that
purpose, and shall perform like duties for standing committees when required.
He shall have charge of the giving of notice of meetings of stockholders and
directors, and perform all the duties assigned to him by the Board of
Directors, or usual for the Secretary of a Corporation
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to perform. He, or the Treasurer shall, with the Chairman or President sign
all debentures and stock certificates of the Company.
7. The Treasurer shall keep or cause to be kept full and true
books of account and records of all receipts and disbursements, property,
assets and liabilities of the Corporation, in books belonging to the Company,
and shall deposit all moneys, securities, and valuables of the Corporation in
the name of and to the credit of the Corporation, in such depositories as shall
be designated by the Board of Directors. He shall disburse funds of the
Company as ordered by the Board, taking proper vouchers therefor and shall
render to the President and the Board of Directors, at regular meetings or
whenever required, an account of all financial transactions of the Company. He
shall also have power to sign debentures and certificates of stock of the
Company, checks, notes, bills of exchange or other negotiable instruments for
and in the name of the Company. He shall perform all other duties incident to
the position of Treasurer, subject to the control of the Board.
8. The Board of Directors shall have power to appoint one or more
Assistant Treasurers, Assistant Secretaries, Controller or Assistant
Controllers who shall have such powers and perform such duties as may be
designated by the Board.
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9. The amount of salaries, wages, or other compensation to be
paid to the officers, employees and agents of the Company shall be determined
from time to time by the Board or by an Executive Officer or Committee to whom
this work shall be delegated. No officer shall be incapacitated to receive a
regular salary or fixed compensation by reason of being a director of the
Corporation.
ARTICLE IV-A
1. Bank Accounts, Deposits, Checks, Drafts and Orders Issued in the
Company's Name. Any two of the following officers: the Chairman, President,
any Vice-President, and the Treasurer, Secretary or Controller may from time to
time (1) open and keep in the name and on behalf of the Company, with such
banks, trust companies or other depositories as they may designate, general and
special bank accounts for the funds of the Company, and (2) terminate any such
bank accounts. Any such action by two of the officers as specified above shall
be made by an instrument in writing signed by such two officers and filed with
the Secretary. A copy of such instrument, certified by the Secretary or an
Assistant Secretary, shall be evidence to all concerned that the designations
or terminations therein contained are duly authorized on behalf of the Company
at the time of the certification.
All funds and securities of the Company shall be deposited in
such banks, trust companies or other depositories as are designated by the
Board of Directors or
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by the aforesaid officers in the manner hereinabove provided, and for the
purpose of such deposits, the Chairman, President, any Vice-President, the
Secretary, the Controller, the Treasurer or an Assistant Treasurer, and each of
them, or any other person or persons authorized by the Board of Directors, may
endorse, assign and deliver checks, notes, drafts, and other orders for the
payment of money which are payable to the Company.
All checks, drafts, or orders for the payment of money, drawn
in the name of the Company, may be signed by the Chairman, President, any
Vice-President, the Secretary, the Treasurer or any Assistant Treasurer, or by
any other officer or any employee of the Company who shall from time to time be
designated to sign checks, drafts, or orders on all accounts or on any specific
account of the Company by an "instrument of designation" signed by any two of
the following officers: The Chairman, President, any Vice-President, and the
Treasurer, and filed with the Secretary. The Secretary or any Assistant
Secretary shall make certified copies of such instruments of designation and
such certified copies shall be evidence to all concerned of the authority of
the persons designated therein at the time of the certification. An instrument
of designation may provide for (1) the facsimile signature of any person
authorized to sign by such instrument or by this Section, or (2) the revocation
of authority of any person (other than an officer named in this Section) to
sign checks, drafts or orders drawn in the name of the Company.
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ARTICLE IV-B
INDEMNIFICATION
1. Any person made or threatened to be made a party to any action
or proceeding, whether civil or criminal, by reason of the fact that such
person or such person's testator or intestate is or was a director, officer or
employee of the Corporation or serves or served any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity at the request of the Corporation shall be indemnified by the
Corporation, and the Corporation may advance such person's related expenses, to
the full extent permitted by law.
For purposes of this section, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees, so that any person who is or was a director, officer or employee of
such constituent corporation, or is or was serving at the request of such
constituent corporation any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the request
of the Corporation, shall stand in the same position under the provisions of
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
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ARTICLE V
CAPITAL STOCK
1. The instruments of debentures, certificate of shares of the
preferred, preference and common capital stock of the Company shall be in such
form as shall be approved by the Board of Directors. The certificates shall be
signed by the Chairman of the Board or the President and also by the Secretary
or the Treasurer. The seal of the Corporation shall be affixed to all
certificates. The signatures of the officers upon a certificate 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.
2. All certificates shall be consecutively numbered, and the
names of the owners, the number of shares and the date of issue, shall be
entered in the Company's books.
3. The Company or its duly authorized stock transfer agent shall
keep a book to be known as the stock book, containing the names, alphabetically
arranged, of all persons who are stockholders of the Corporation, showing their
places of residence, the number of shares of preferred, preference and common
stock held by each respectively, and the time when each became the owner
thereof, also entries showing from and to whom such shares shall be
transferred, and the number and
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denomination of all revenue stamps used to evidence the payment of the stock
transfer tax as required by the laws of the State of New York, which books
shall be open daily, during usual business hours, for inspection by any person
who shall have been a stockholder of record in such Corporation for a least
six months immediately preceding his demand; or by any person holding or
thereunto in writing authorized by the holders of at least five per centum of
any class of its outstanding shares, upon at least five days written demand.
Persons so entitled to inspect stock books may make extracts therefrom.
4. Shares shall be transferred only on the books of the
Corporation by the holder thereof in person or by his attorney upon the
surrender and cancellation of certificates for a like number of shares, and
upon tender of stock transfer stamps or the equivalent in money sufficient to
satisfy all legal requirements.
5. The Board may make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates of
stock of the Company.
6. Certificates for shares of stock or for debentures in the
Corporation may be issued in lieu of certificates alleged to have been lost,
stolen, destroyed, mutilated, or abandoned, upon the receipt of (1) such
evidence of loss, theft, destruction or
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mutilation and a bond of indemnity in such amount, upon such terms and with
such surety, if any, as the Board of Directors may require in each specific
case, or (2) a request by an appropriate governmental agency or representative
for the reissuance of a stock certificate claimed to be abandoned or escheated
in accordance with the abandoned property or similar law of the state, or (3)
in accordance with general resolutions.
ARTICLE VI
SEAL
1. The Board shall provide a suitable seal, containing the name
of the Corporation, the year of its creation, and the words "Corporate Seal,
N.Y." or other appropriate words, which seal shall be in charge of the
Secretary, to be used as directed by the Board.
ARTICLE VII
FISCAL YEAR
1. The fiscal year of the Corporation shall begin the first
business day in January.
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ARTICLE VIII
NOTICE AND WAIVER OF NOTICE
1. Any notice required to be given by these By-Laws may be given
by mailing the same addressed to the person entitled thereto at his address as
shown on the Company's books, and such notice shall be deemed to be given at
the time of such mailing.
2. Any stockholder, director or officer may waive any notice
required to be given by these By-Laws.
ARTICLE IX
AMENDMENTS
1. Subject to the terms and conditions of the certificate of
incorporation, the Board of Directors shall have power to make, amend, and
repeal the By-Laws of the corporation, by a vote of the majority of all the
directors present at any regular or special meeting of the Board, provided a
quorum is in attendance and provided further that notice of intention to make,
amend or repeal the By-Laws in whole or in part at such meeting shall have been
previously given to each member of the Board.