1
AMENDED BY-LAWS*
OF
BED BATH & BEYOND INC.
(a New York Corporation)
ARTICLE I - OFFICES
The Corporation may have such offices within and without the
State of New York as the Board of Directors may from time to time determine or
the business of the Corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
shall be held at such place within or without the State of New York as the Board
of Directors may from time to time determine.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such
date and at such hour as shall from time to time be fixed by the Board of
Directors. The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of shareholders.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes shall be called and may be held at any
time upon the written request of the Board of Directors, the Chairman or the
President. Any such request shall state the purpose or purposes of the proposed
meeting. The business transacted at any special meeting shall be confined to the
purposes stated in the notice of the meeting. The Board of Directors acting by
resolution may postpone and reschedule any previously scheduled special meeting
of shareholders.
SECTION 4. NOTICE OF MEETINGS. Written notice of each annual
and special meeting of shareholders shall state the date, time, place and
purpose or purposes of each such meetings of shareholders and, unless it is the
annual meeting, shall indicate that it is being issued at the direction of the
person or persons requesting the meeting.
SECTION 5. FIXING RECORD DATE. For the purpose of determining
the shareholders
- --------
* As amended through December 17, 1998
-12-
2
entitled to notice of or to vote at any meeting of the shareholders or any
adjournment thereof, or to express consent to or dissent from any taking of
corporate action without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be less than ten (10)
nor more than sixty (60) days before the date of any such meeting, nor more than
sixty (60) days before any other action. When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders has been
made as provided in this Section 4, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting or further notice is required by statute. If no record
date is fixed, it shall be determined by statute.
SECTION 6. QUORUM. Unless otherwise provided by statute or by
the Certificate of Incorporation, the holders of a majority of the votes of
shares issued and outstanding and entitled to vote thereat, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders for
the transaction of business. When a quorum is once present to organize a
meeting, it shall not be broken by the subsequent withdrawal of any
shareholders. At any time a quorum is not present at a meeting of the
shareholders, a majority of the shareholders present in person or by proxy and
entitled to vote thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting of the place, date and hour of
the adjourned meeting, until a quorum shall be present, and at the adjourned
meeting at which a quorum is present any business may be transacted that might
have been transacted at the meeting as originally called.
SECTION 7. WAIVERS. Notice of meeting need not be given to
any shareholder who signs and submits a waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting shall constitute a waiver of
notice by such shareholder.
SECTION 8. PROXIES. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or other persons to act for him or her by proxy, in the
manner and to the extent provided by statute.
SECTION 9. QUALIFICATION OF VOTERS. Every shareholder of
record shall be entitled at every meeting of the shareholders to one vote for
each share standing in his or her name on the record of shareholders of the
Corporation, unless otherwise provided by statute, by the Certificate of
Incorporation or by these By-laws.
SECTION 10. ORDER OF BUSINESS. For business properly to be
brought before a meeting by a shareholder (including, without limitation, the
nomination of a person or persons to the Board of Directors), the shareholder
must have given timely notice thereof in proper written form
-13-
3
to the Secretary of the Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual or special meeting of shareholders, not
fewer than sixty (60) days or more than ninety (90) days prior to the meeting at
which such business will be considered; provided, however, that, if fewer than
sixty (60) days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be timely must be
received not later than the close of business on the earlier of (i) the tenth
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made or (ii) the last business day prior to the
meeting date; and (b) in the case of an annual meeting of shareholders, not
fewer than sixty (60) days in advance of the date of the previous year's annual
meeting of shareholders. To be in proper written form, a shareholder's notice to
the Secretary shall set forth in writing as to each matter the shareholder
proposes to bring before the meeting: (w) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting; (x) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business; (y) the class
and number of shares of the Corporation that are held of record and that are
beneficially owned by such shareholder; and (z) any material interest of such
shareholder in such business. If the business proposed to be brought before the
meeting by a shareholder involves the nomination of a person or persons to the
Board of Directors, the notice to the Secretary also shall set forth all the
information relating to the person or persons that is required to be disclosed
in solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934.
Notwithstanding anything else in these By-laws to the contrary, no business
shall be conducted at a meeting of shareholders that contravenes the procedures
set forth in this Section 10. The chairman of a meeting shall, if the facts
warrant, determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 10 and, if the chairman of the
meeting should so determine, any such business not properly brought before the
meeting shall not be transacted and a declaration to such effect shall be made
to the meeting. The Board of Directors of the Company shall be entitled to make
such rules or regulations for the conduct of meetings of shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to shareholders of
record of the Company and their duly authorized and constituted proxies, and
such other persons as the Chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comment by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless, and to the extent, otherwise determined by the Board of
Directors or the chairman of the meeting, meetings of shareholders shall not be
required to be held in accordance with rules of parliamentary procedure.
-14-
4
SECTION 11. VOTING. Unless otherwise provided by statute or by
the Certificate of Incorporation, all elections for directors shall be
determined by a plurality of the votes cast, whether in person or by proxy, at a
meeting of shareholders by the holders of shares entitled to vote in the
election, and all other corporate action shall be by a majority of the votes
properly cast at a meeting of shareholders, whether in person or by proxy. All
voting for the election of directors shall be by ballot.
SECTION 12. LIST OF SHAREHOLDERS. A list of shareholders as of
the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged, the inspectors of the election, or person presiding
thereat, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons who
appear from such list to be shareholders entitled to vote thereat may vote at
such meeting.
SECTION 13. INSPECTORS OF ELECTION. Prior to the holding of
each annual or special meeting of the shareholders, one or more inspectors of
election to serve thereat shall be appointed by the Board of Directors, or, if
the Board shall not have made such appointment, by the Chairman of the Board or
the President. If there shall be a failure to appoint an inspector, or if, at
any such meeting, the inspector or inspectors so appointed shall be absent or
shall fail to act or the office shall become vacated, the chairman of the
meeting may, and at the request of a shareholder present in person and entitled
to vote at such meeting shall, appoint such inspector or inspectors of election
to act thereat. The inspector or inspectors of election so appointed to act at
any meeting of the shareholders, before entering upon the discharge of their
duties, shall be sworn faithfully to execute the duties of inspector at such
meeting, with strict impartiality and according to the best of his or her
ability, and the oath so taken shall be subscribed by such inspector. Such
inspector or inspectors of election shall take charge of the polls, and, after
the voting on any question, shall make a certificate of the results of the vote
taken. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be shareholders.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE. The
business of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors that shall constitute the whole Board of
Directors shall be fixed exclusively by one or more resolutions adopted by the
Board of Directors. The directors need not be residents of the State of New York
and need not be shareholders. No decrease in the number of directors shall
shorten the term of an incumbent director. Members of the Board of Directors
shall be elected at each annual meeting of shareholders in accordance with and
subject to the provisions of the Certificate of Incorporation. Directors so
elected shall serve until their successors have been elected and qualified
-15-
5
or until an earlier resignation, removal or other displacement from office as
provided in these By-laws.
SECTION 2. PLACE OF MEETINGS. The Board of Directors may hold
its meetings, regular or special, at such place or places, within or without the
State of New York, as the Board of Directors may from time to time determine or
as may be specified in the notice of any meeting.
SECTION 3. ANNUAL MEETINGS. An annual meeting of the Board of
Directors shall be held following the annual meeting of the shareholders for the
purposes of electing officers of the Corporation and the committees of the Board
of Directors and transacting any other business which may properly come before
the meeting. Notice of annual meetings of the Board of Directors need not be
given in order legally to constitute the meeting, provided a quorum shall be
present.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at times and dates fixed by the Board or at such other
times and dates as the Chairman or President shall determine and as shall be
specified in the notice of such meetings. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by statute or
these By-laws.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Secretary of the Corporation upon the written
request of the Chairman or President or any two directors.
SECTION 6. NOTICE OF MEETINGS. Notice of each special meeting
of the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 6, which notice shall state the time, place and, if required by statute
or these By-laws, the purposes of such meeting. Notice of each such meeting
shall be mailed, postage thereon prepaid, to each director, by first-class mail,
at least four days before the day on which such meeting is to be held, or shall
be sent by facsimile transmission or comparable medium, or be delivered
personally or by telephone, at least twenty-four hours before the time at which
such meeting is to be held. Any meeting of the Board of Directors shall be a
legal meeting without notice thereof having been given, if all the directors of
the Corporation then holding office shall be present thereat.
SECTION 7. WAIVERS. Notice of a meeting need not be given to
any director who signs a waiver of notice, whether before or after the meeting.
The attendance of any director at a meeting without protesting prior to the
meeting or at its commencement the lack of notice of such meeting, shall
constitute a waiver of notice by such director.
SECTION 8. QUORUM. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, a majority of the entire Board of
Directors shall constitute a quorum
-16-
6
for the transaction of business or of any specified item of business. At any
time a quorum is not present at a meeting of the Board of Directors, a majority
of the directors participating may adjourn the meeting from time to time until a
quorum shall be present thereat; and notice of any adjournment to another time
or place shall be given to the directors who were absent at the time of the
adjournment and, unless the new time and place are announced at the meeting to
be adjourned, to the other directors.
SECTION 9. MEETING PARTICIPATION WITHOUT PHYSICAL PRESENCE.
Any one or more members of the Board of Directors or of any committee thereof
may participate in a meeting of the Board of Directors or of such committee by
means of 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.
SECTION 10. ACTION OF THE BOARD. Unless otherwise provided by
statute, the Certificate of Incorporation or these By-laws, the vote of a
majority of the directors at any meeting at which a quorum is present shall be
the act of the Board of Directors. Each director shall have one vote regardless
of the number of shares, if any, which he or she may hold.
SECTION 11. ACTION BY CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or of such
committee consent in writing to the adoption of a resolution authorizing such
action. The written consent or consents to each such action, including the
resolutions adopted thereby, shall be filed with the minutes of the proceedings
of the Board of Directors or of the committee taking such action.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees,
each consisting of one (1) or more directors, and each of which shall have all
the authority of the Board of Directors to the extent provided in the
resolution, except as otherwise provided by statute. Each such committee shall
serve at the pleasure of the Board of Directors and shall keep minutes of its
meetings and report the same to the Board of Directors as and when requested by
the Board and shall observe such other procedures with respect to its meetings
as are provided in these By-laws or, to the extent not provided herein, as may
be provided by the Board of Directors in the resolution appointing such
committee or as may be adopted by the Board of Directors thereafter.
SECTION 13. REMOVAL. Unless otherwise provided by statute, any
or all directors may be removed for cause by vote of the shareholders or by
action of the Board of Directors at a special meeting called for that purpose.
SECTION 14. RESIGNATION. Any director may resign at any time
by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise
-17-
7
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of Directors or such officer, and acceptance of the resignation
shall not be necessary to make it effective.
SECTION 15. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason shall be filled in
accordance with and subject to the provisions of the Certificate of
Incorporation.
SECTION 16. COMPENSATION. The Board of Directors, by
resolution and irrespective of any personal interest of any of its members,
shall have the authority to establish reasonable compensation and fix
reimbursement for reasonable expenses of all directors for their services to the
Corporation as directors, officers or otherwise.
ARTICLE IV - OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
include the Chairman, the President, one or more Vice Presidents (one or more of
whom may be designated as Executive Vice Presidents or as Senior Vice Presidents
or by other designations), the Secretary, the Treasurer and such other officers
as the Board of Directors may from time to time deem necessary, each of whom
shall have such duties, powers and functions as provided in these By-laws and as
may be determined from time to time by resolution of the Board of Directors. Two
or more offices may be held by the same person; provided, however, that no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. Each of the officers shall, when requested, consult with and advise
the other officers of the corporation.
SECTION 2. ELECTION OR APPOINTMENT AND TERM OF OFFICE. Each
officer shall be elected or appointed by the Board of Directors to hold office
until the next annual meeting of the Board of Directors and until his or her
successor is elected or appointed and qualified, or until such earlier date as
shall be prescribed by the Board of Directors at the time of his or her election
or appointment or until an earlier resignation, removal or displacement from
office. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by vote of a majority of the Board
of Directors.
SECTION 3. VACANCIES. In the event of the resignation, removal
or other displacement from office of an officer elected or appointed by the
Board of Directors, the Board, in its sole discretion, may elect or appoint a
successor to fill the unexpired term.
SECTION 4. THE CHAIRMAN. The Chairman shall, together with the
President, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. The
Chairman shall, when present, preside as chairman at all
-18-
8
meetings of the shareholders and of the Board of Directors. The Chairman shall,
in the absence or incapacity of the President, perform all duties and functions
and exercise all the powers of the President. The Chairman shall also have such
other powers and perform such other duties required by statute or by these
By-laws or as the Board of Directors may from time to time determine.
SECTION 5. THE PRESIDENT. The President shall, together with
the Chairman, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. In
the absence of the Chairman, the President shall preside at meetings of the
shareholders and of the Board of Directors. The President shall, in the absence
or incapacity of the Chairman, perform all duties and functions and exercise all
the powers of the Chairman. The President shall also have such other powers and
perform such other duties required by statute or by these By-laws or as the
Board of Directors may from time to time determine.
SECTION 6. VICE PRESIDENTS. Each Vice President shall have
such powers and perform such duties as from time to time may be assigned to him
or her by the Board of Directors or be delegated to him or her by the Chairman
or by the President. In the absence or inability to perform of the Chairman and
the President, the Vice President (or if there is more than one Vice President,
then the Executive Vice President) shall have all the powers and functions of
the President.
SECTION 7. TREASURER. The Treasurer shall have the safekeeping
and custody of the corporate funds and other valuable effects, including
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all money and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation under the direction of the President or
the Chairman, taking proper vouchers for such disbursements, and render to the
President and the Chairman at the annual and regular meetings of the Board of
Directors, or whenever the President or the Chairman require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall make a full financial report at the annual meeting of
shareholders. The Treasurer shall also have such other powers and perform such
other duties incident to the office of Treasurer required by statute or by these
By-laws or as the Board of Directors may from time to time determine.
SECTION 8. SECRETARY. The Secretary shall keep or cause to be
kept in one or more books provided for such purpose, the minutes of all meetings
of the Board of Directors, shareholders and committees of the Board of
Directors, see that all notices are duly given in accordance with the provisions
of these By-laws and as required by law and see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed. The Secretary shall also have such
other powers and perform such other duties incident to the office of Secretary
required by law or by these By-laws or as the Board of Directors may from time
to time determine.
-19-
9
SECTION 9. DESIGNATED OFFICERS. (a) Chief Executive Officer.
Either the Chairman or the President, or both, as the Board of Directors may
designate, shall be the Chief Executive Officer of the Corporation. The officer
so designated shall have, in addition to the powers and duties applicable to his
or her office set forth in this Article IV, general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers, agents and employees, subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall also have such other powers and
duties incident to the designated position of Chief Executive Officer as the
Board of Directors may from time to time determine. Any reference to the Chief
Executive Officer in these By-laws shall be deemed to mean, if there is a
Co-Chief Executive Officer, either Co-Chief Executive Officer, each of whom may
exercise the full powers and authorities of the designated position of Chief
Executive Officer.
(b) Other Designated Officers. The Board of Directors may from
time to time designate officers to serve as Chief Financial Officer, Chief
Accounting Officer and other such designated positions and to fulfill the
responsibilities of such designated positions in addition to the powers and
duties applicable to his or her office as set forth in this Article IV. Such
designated officers shall also have such other powers and duties incident to his
or her designated position as the Board of Directors may from time to time
determine.
SECTION 10. COMPENSATION. The salaries and other compensation
of all officers elected by the Board of Directors shall be fixed from time to
time by or under the direction of the Board of Directors.
ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any director (and may
indemnify any officer) made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an action by or in the right of
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which any director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he or she, his or her
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including reasonable attorneys' fees
incurred as a result of such action or proceeding, or any appeal therein;
provided that to the extent prohibited by applicable law no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. The
-20-
10
right to indemnification pursuant to this Article V is intended to be
retroactive and shall, to the extent permitted by applicable law, be available
with respect to events occurring prior to the adoption hereof and shall continue
to exist after any future rescission or restrictive modification hereof with
respect to any alleged cause of action that accrues, or any other incident or
matter that occurs, prior to such rescission or modification.
ARTICLE VI - SHARES
SECTION 1. CERTIFICATES FOR SHARES. The certificates for
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors, and shall be numbered and entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the registered
holder's name, the number and class of shares, and the designation of any
series, if any, that it evidences, and shall set forth such other statements as
may be required by statute. Each certificate shall be signed by the Chairman or
the President and by the Secretary or the Treasurer, any or all of whose
signatures may be facsimile if such certificate is countersigned by a transfer
agent or registered by a registrar. Each certificate may be sealed with the seal
of the Corporation or a facsimile thereof. In case any one or more of the
officers who have signed or whose facsimile signatures appear on any such
certificate shall cease to be such officer or officers of the Corporation,
whether because of resignation, removal or other displacement from office,
before such certificate is issued and delivered, it may nonetheless be issued
and delivered with the same effect as if such officer or officers had continued
in office.
SECTION 2. LOST, MUTILATED, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors may direct a new certificate or new certificates be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, mutilated, stolen or destroyed. When authorizing such issue
of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost, mutilated,
stolen or destroyed.
SECTION 3. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The
Board of Directors may appoint transfer agents or registrars, or both, and may
require all share certificates to bear the signature of either or both. The
Board of Directors may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
SECTION 4. TRANSFER OF SHARES. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue or cause the transfer
-21-
11
agent to issue a new certificate to the person entitled thereto, shall cancel
the old certificate and shall record such transfer upon the books of the
corporation.
SECTION 5. CANCELLATION OF CERTIFICATES. Each certificate for
shares to be canceled shall be marked "CANCELED" across the face thereof by the
Secretary, with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of issue.
The canceled certificate should be inserted thereafter in the certificate book.
SECTION 6. CONTINGENT INTEREST IN SHARES. No entry shall be
made in the books of the Corporation or on any certificate for shares that any
person is entitled to any future, limited or contingent interest in any share.
SECTION 7. UNCERTIFICATED SHARES. The Board of Directors may
in its discretion authorize the issuance of shares which are not represented by
certificates and provide for the registration and transfer thereof on the books
and records of the Corporation or any transfer agent or registrar so designated.
SECTION 8. SHAREHOLDER RECORDS. The names and addresses of the
persons to whom shares are issued, and the number of shares and the dates of
issue and any transfer thereof, whether in certificated or uncertificated form,
shall be entered on records kept for that purpose. The stock transfer records
and the blank stock certificates shall be kept by the transfer agent, or by the
treasurer, or such other officer as shall be designated by the Board of
Directors for that purpose.
ARTICLE VII - GENERAL
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed and may from time to time be changed by resolution of the Board
of Directors.
SECTION 2. SEAL. The seal of the Corporation, if any, shall be
circular in form and bear the name of the Corporation, the year of its
organization and the words "Corporate Seal New York." The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or reproduced
directly on the instrument or writing to be sealed.
SECTION 3. INSTRUMENTS AND DOCUMENTS. All corporate
instruments and documents shall be signed, countersigned, executed, verified or
acknowledged by such officers or other person or persons as the Board of
Directors may from time to time designate.
SECTION 4. AMENDMENTS. These By-laws may be amended or
repealed or new By-laws may be adopted by the shareholders at any annual or
special meeting if the notice thereof mentions that amendment or repeal or the
adoption of new By-laws is one of the purposes of such
-22-
12
meeting; provided, however, that the provisions of the By-laws relating to the
Board of Directors and meetings of shareholders may be amended or modified only
by (i) the affirmative vote of the holders of at least 80% of voting power of
all the then-outstanding shares of voting stock of the corporation entitled to
vote at an election of directors, voting together as a single class, or (ii) the
affirmative vote of a majority of the total number of directors then in office.
These By-laws may also be amended or repealed or new By-laws may be adopted by
the affirmative vote of a majority of the Board of Directors given at any
meeting, if the notice thereof mentions that amendment or repeal or the adoption
of new By-laws is one of the purposes of such meeting. If any By-laws relating
to the election of directors or meetings of shareholders are amended, notice of
such amendment shall be given to shareholders to the extent required by law.
-23-