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Exhibit 3.3
BY-LAWS
OF
BCC HOLDING CAPITAL CORPORATION
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock
in the Corporation shall be entitled to have a certificate signed by, or in the
name of, the Corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or by the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares owned by him or her in the
Corporation. Any and all signatures on any such certificate may be facsimiles.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent, or registrar at the date of issue.
Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificate representing shares of any such class or series or of any
such partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The Corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.
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 (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) 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 (3) 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
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in the event of liquidation, in each case to the extent of such
fraction. 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.
3. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation and on surrender of
the certificate or certificates for such shares of stock properly endorsed and
the payment of all taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. 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.
In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting of stockholders, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting of stockholders, when
no prior action by the Board of Directors is required by the General Corporation
Law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation 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 Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the General Corporation Law, 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 of Directors adopts the
resolution taking such prior action.
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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 of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty 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 of Directors adopts the resolution relating
thereto.
5. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation has only one class of shares of stock
outstanding; and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Certificate of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Certificate of Incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder.
6. STOCKHOLDER MEETINGS.
6.1 TIME. The annual meeting shall be held on the
date and at the time fixed, from time to time, by the Board of Directors,
provided, that the first annual meeting shall be held on a date within thirteen
months after the organization of the corporation, and each successive annual
meeting shall be held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on the date and at the
time fixed by the Board of Directors.
6.2 PLACE. Annual meetings and special meetings shall
be held within or without the State of Delaware, as the Board of Directors may,
from time to time, fix. Whenever the Board of Directors shall fail to fix such
place, the meeting shall be held at the registered office of the Corporation in
the State of Delaware.
6.3 CALL. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the General Corporation
Law or by the Certificate of Incorporation, may be called by action of the Board
of Directors, the Chairman of the Board or the President and shall be called by
the Chairman of the Board, the President or the Secretary at the written request
of a majority of the Board of Directors then in office or the holders of a
majority of the outstanding shares of stock entitled to vote.
6.4 NOTICE OR WAIVER OF NOTICE. Written notice of all
meetings of stockholders shall be given, stating the place, date, and hour of
the meeting and stating the
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place within the city or other municipality or community at which the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state any other purpose or purposes. The notice of
a special meeting shall in all instances state the purpose or purposes for which
the meeting is to be called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, not less
than ten days nor more than sixty days before the date of the meeting. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States Mail directed to the stockholder at his or her address as
it appears on the records of the Corporation. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the Board
of Directors, after adjournment, fix a new record date for the adjourned
meeting. Notice need not be given to any stockholder who submits a written
waiver of notice signed by him or her before or after the time stated therein.
Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends the
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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice.
6.5 STOCKHOLDER LIST. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city or other municipality or community 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. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of the Corporation, or to
vote at any meeting of stockholders.
6.6 CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the order of
seniority and if present and acting, the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, the President, a Vice President, if any, or, if
none of the foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the Corporation, or in his absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
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the Secretary nor an Assistant Secretary is present the chairman of the meeting
shall appoint a secretary of the meeting.
6.7 PROXY REPRESENTATION. Every stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for him or her by proxy. A stockholder may execute a writing
authorizing another person or persons to act for him or her as proxy. Execution
may be accomplished by the stockholder or his or her authorized officer,
director, employee or agent signing such writing or causing his or her signature
to be affixed to such writing by any reasonable means including, but not limited
to, by facsimile signature. A stockholder may authorize another person or
persons to act for him or her as proxy by transmitting or authorizing the
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,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to the above may be substituted or used in lieu of
the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. No proxy shall be
voted or acted upon after three years from its date unless such proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.
6.8 INSPECTORS. The Board of Directors, in advance of
any meeting of stockholders, may, but need not unless prescribed by the General
Corporation Law, appoint one or more inspectors of election to act at the
meeting or any adjournment thereof and make a written report thereof. If an
inspector or inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any person who may be
appointed as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by inspectors and
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certify their determination of the number of shares represented at the meeting,
and their count of all votes and ballots.
6.9 QUORUM. The holders of a majority of the
outstanding shares of stock shall constitute a quorum at a meeting of
stockholders for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.
6.10 VOTING. Each share of stock shall entitle the
holder thereof to one vote. In the election of directors, a plurality of the
votes cast shall elect. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the Certificate of
Incorporation or these By-Laws. In the election of directors, and for any other
action, voting need not be by written ballot.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock 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 entitled to vote thereon were
present and voted and shall be 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 a
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors of the Corporation except as otherwise provided in the General
Corporation Law or in the Certificate of Incorporation. The Board of Directors
shall have the authority to fix the compensation of the members thereof. The use
of the phrase "whole Board of Directors" herein refers to the total number of
directors which the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, or a citizen or resident of the United States or the State of
Delaware. The initial Board of Directors shall consist of one person. Except for
the initial Board of Directors, the number of directors may be fixed from time
to time by action of the stockholders or of the Board of
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Directors. The number of directors may be increased or decreased by action of
the stockholders or of the Board of Directors.
3. ELECTION AND TERM. The first Board of Directors,
unless the members thereof shall have been named in the Certificate of
Incorporation, shall be elected by the incorporator or incorporators and shall
hold office until the first annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the
Corporation. Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
or until their successors are elected and qualified or until their earlier
resignation or removal. Newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause or without cause, may be filled by the vote of a majority of
the remaining directors then in office although less than a quorum, or by the
sole remaining director.
4. MEETINGS.
4.1 TIME. Meetings shall be held at such time as the
Board of Directors shall fix, except that the first meeting of a newly elected
Board of Directors shall be held as soon after its election as the directors may
conveniently assemble.
4.2 PLACE. Meetings shall be held at such place within
or without the State of Delaware as shall be fixed by the Board of Directors.
4.3 CALL. No call shall be required for regular
meetings for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, or the President, or of a majority of the
directors in office.
4.4 NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice
shall be required for regular meetings for which the time and place have been
fixed. Written, oral, or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him or
her before or after the time for the meeting stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when he or she 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in any written waiver of notice.
4.5 QUORUM AND ACTION. A majority of the whole Board
of Directors shall constitute a quorum for the transaction of business except
when a vacancy or vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided, that such majority
shall constitute at least one third of the
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whole Board of Directors. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and place. Except as
otherwise provided by the General Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. The quorum and voting provisions herein stated shall
not be construed as conflicting with any provisions of the General Corporation
Law and these By-Laws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board of Directors or action of
disinterested directors.
4.6 CHAIRMAN OF THE MEETING. The Chairman of the Board
of Directors, if any, and if present and acting, shall preside at all meetings.
Otherwise, the Vice Chairman of the Board of Directors, if any and if present
and acting, or the President, if present and acting, or any other director
chosen by the Board of Directors, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be
provided by the General Corporation Law, 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.
6. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of
any member of any such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors 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 of Directors, shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation with the exception of any authority the delegation of
which is prohibited by Section 141 of the General Corporation Law or by these
By-Laws, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors, or committee.
8. ELECTRONIC COMMUNICATION. Any member or members of the
Board of Directors or of any committee designated by the Board of Directors, may
participate in a meeting of such Board of Directors, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
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ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a
President and a Secretary, and, if deemed necessary, expedient, or desirable by
the Board of Directors, a Chief Executive Officer, a Chairman of the Board, a
Vice Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him or her, no officer other than the Chairman
or Vice Chairman of the Board, if any, need be a director. Any number of offices
may be held by the same person.
Unless otherwise provided in the resolution choosing him
or her, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen and qualified or
until his earlier resignation or removal. Any officer may be removed, with or
without cause, by the Board of Directors. Any vacancy in any office may be
filled by the Board of Directors.
All officers of the Corporation shall have such authority
and perform such duties in the management and operation of the Corporation as
may be prescribed in the resolutions of the Board of Directors designating and
choosing such officers or prescribing the authority and duties of the various
officers of the Corporation, and as are customarily incident to their office,
except to the extent that such resolutions may be inconsistent therewith. The
Secretary or Assistant Secretary of the Corporation shall record all of the
proceedings of all meetings and the actions in writing of stockholders,
directors and committees of directors, and shall exercise such additional
authority and perform such additional duties as the Board of Directors shall
assign to him or her.
The President of the Corporation shall, subject to the
control of the Board of Directors, manage the business of the Corporation.
ARTICLE IV
INDEMNIFICATION
The Corporation, to the full extent permitted by law,
shall indemnify any officer or director of the Corporation who was or is a party
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative in nature, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or
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other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding and/or the defense or
settlement of such action or suit, and the Corporation may enter into agreements
with any such person for the purpose of providing for such indemnification.
To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding paragraph, or in defense
of any claim, issue or matter therein, and the Corporation shall not previously
have reimbursed or paid for all such expenses, such person shall be indemnified
against expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection therewith.
Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation against such expenses as
authorized by this Article.
The indemnification and advancement of expenses permitted
by this Article shall not be deemed exclusive of any other rights to which any
person may be entitled under any agreement, or by virtue of vote of stockholders
or disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding an office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
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ARTICLE VII
CONTROL OVER BY-LAWS
Subject to the provisions of the Certificate of
Incorporation and the provisions of the General Corporation Law, the power to
amend, alter or repeal these By-Laws and to adopt new By-Laws may be exercised
by the Board of Directors or by the stockholders entitled to vote.
ARTICLE VIII
BOOKS AND RECORDS
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 proper officers of the Corporation may from time to time determine.
2. STOCK RECORD. The person in whose name shares of stock
stand on the stock record of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
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