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EXHIBIT 3.14
BY-LAWS OF
PSC SERVICES OF FLORIDA, INC.
ADOPTED: MAY 3, 1996
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TABLE OF CONTENTS
BY-LAWS OF
PSC SERVICES OF FLORIDA, INC.
ARTICLES SECTION PAGE
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ARTICLE 1 OFFICES 1
Section 1.1. Registered Office..................................................................... 1
Section 1.2. Other Offices......................................................................... 1
ARTICLE 2 MEETINGS OF SHAREHOLDERS 1
Section 2.1. Location of Meetings.................................................................. 1
Section 2.2. Annual Meetings....................................................................... 1
Section 2.3. Special Meeting....................................................................... 1
Section 2.4. Notice of Meetings.................................................................... 1
Section 2.5. Business of Meetings.................................................................. 2
Section 2.6. Quorum................................................................................ 2
Section 2.7. Majority.............................................................................. 2
Section 2.8. Voting................................................................................ 2
Section 2.9. Action by Consent..................................................................... 2
ARTICLE 3 DIRECTORS 3
Section 3.1. Number; Election...................................................................... 3
Section 3.2. Vacancies............................................................................. 3
Section 3.3. Powers................................................................................ 3
Section 3.4. Compensation.......................................................................... 3
Section 3.5. Removal............................................................................... 3
ARTICLE 4 MEETINGS OF THE BOARD OF DIRECTORS 4
Section 4.1. Location of Meetings.................................................................. 4
Section 4.2. First Meeting of New Board............................................................ 4
Section 4.3. Regular Meetings...................................................................... 4
Section 4.4. Special Meetings...................................................................... 4
Section 4.5. Notice of Meetings.................................................................... 4
Section 4.6. Quorum................................................................................ 4
Section 4.7. Majority.............................................................................. 4
Section 4.8. Action by Consent..................................................................... 4
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ARTICLES SECTION PAGE
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ARTICLE 5 COMMITTEES 5
Section 5.1. Election.............................................................................. 5
Section 5.2. Minutes............................................................................... 5
ARTICLE 6 NOTICES 5
Section 6.1. Required Notices...................................................................... 5
Section 6.2. Waiver of Notice...................................................................... 5
ARTICLE 7 OFFICERS 5
Section 7.1. Officers; Election; Term.............................................................. 5
Section 7.2. Additional Officers and Agents........................................................ 6
Section 7.3. Salaries; Other Duties and Authority.................................................. 6
Section 7.4. Removal; Vacancies.................................................................... 6
Section 7.5. President............................................................................. 6
Section 7.6. Vice President........................................................................ 6
Section 7.7. Secretary............................................................................. 7
Section 7.8. Treasurer............................................................................. 7
ARTICLE 8 CERTIFICATES FOR SHARES 7
Section 8.1. Form of Certificates.................................................................. 7
Section 8.2. Facsimile Signatures.................................................................. 7
Section 8.3. Lost Certificates..................................................................... 8
Section 8.4. Transfer of Shares.................................................................... 8
Section 8.5. Closing of Transfer Books............................................................. 8
Section 8.6. Registered Shareholders............................................................... 8
Section 8.7. List of Shareholders.................................................................. 8
ARTICLE 9 INDEMNIFICATION 9
Section 9.1. Indemnification....................................................................... 9
Section 9.2. Insurance............................................................................. 10
Section 9.3. Notice to Shareholders................................................................ 10
ARTICLE 10 GENERAL PROVISIONS 10
Section 10.1. Dividends............................................................................. 10
Section 10.2. Depositories.......................................................................... 10
Section 10.3. Contracts and Deeds................................................................... 10
Section 10.4. Seal.................................................................................. 10
Section 10.5. Books and Records..................................................................... 10
Section 10.6. By-Law Amendments..................................................................... 11
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BY-LAWS
OF
PSC SERVICES OF FLORIDA, INC.
(THE "CORPORATION")
ARTICLE 1
OFFICES
Section 1.1. Registered Office. The Corporation shall have a registered
agent and a registered office in Delaware as initially set forth in the
Corporation's Certificate of Incorporation and as the board of directors may
from time to time determine.
Section 1.2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the Corporation may
make appropriate.
ARTICLE 2
MEETINGS OF SHAREHOLDERS
Section 2.1. Location of Meetings. All meetings of shareholders shall
be held at such place within or without the State of Delaware as may be from
time to time fixed by the board of directors or as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof or at the
Corporation's registered office if not so fixed or stated.
Section 2.2. Annual Meetings. A meeting of shareholders of the
Corporation shall be held annually. The annual meeting shall be held on such
date as the board of directors shall determine from time to time and as shall be
specified in the notice of the meeting.
Section 2.3. Special Meeting. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of shareholders may be called
for any purpose or purposes by the (i) Chairman of the Board, (ii) the board of
directors, (iii) the President or the Secretary upon the request of the holders
of twenty-five percent (25 %) of the outstanding voting stock of the
Corporation, (iv) by such other officers or persons as may at the time be
provided in the Certificate of Incorporation, or (v) in the event there are no
officers or directors, then by any shareholder.
Section 2.4. Notice of Meetings. Written notice of a meeting stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than 10 nor more than 60 days before the date of the meeting in
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accordance with Article 6.
Section 2.5. Business of Meetings. At an annual meeting of
shareholders, any matter relating to the affairs of the Corporation, whether or
not stated in the notice of meeting, may be brought up for action (unless
otherwise provided by law). Unless the holders of a majority of the issued and
outstanding shares of voting capital stock of the Corporation are present in
person and specifically agree thereto in writing, no matter that was not stated
in the notice of special meeting of shareholders shall be brought up for action
at such a special meeting.
Section 2.6. Quorum. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, present in person or by proxy,
shall constitute a quorum at all meetings of shareholders for the transaction of
business except as otherwise provided by law or by the Certificate of
Incorporation. If a quorum shall not be present, the shareholders present, in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. At such reconvened meeting, any business may be transacted which might
have been transacted at the adjourned meeting.
Section 2.7. Majority. Unless otherwise required by law, if a quorum is
present, the affirmative vote of a majority of the shares of stock represented
at the meeting shall be the act of the shareholders, except that a unanimous
vote of the issued and outstanding shares of voting capital stock shall be
required to approve matters at a special meeting of shareholders with respect to
which matters no notice had been given in the notice of such special meeting.
Section 2.8. Voting. Each outstanding share of stock having voting
power shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. A shareholder may vote either in person or by a proxy
executed in writing by the shareholder or by a duly authorized attorney-in-fact.
If the validity of any proxy is questioned it must be submitted to the secretary
of the Shareholders' meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting,
or if appointed, the proxy officer or committee, shall determine the validity or
invalidity of any proxy submitted. Reference by the secretary in the minutes of
the meeting to the irregularity of a proxy shall be received as prima facie
evidence of the facts stated for the purpose of establishing the presence of a
quorum at such meeting and for other purposes. In all elections for directors,
every shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by such shareholder for as many
persons as there are directors to be elected and for whose election such
shareholder has the right to vote, but shareholders may not cumulate their
votes.
Section 2.9. Action by Consent. Any action required or permitted to be
taken at a meeting of shareholders may be taken without a meeting without prior
notice and without a vote if a consent in writing, setting forth the action so
taken, is signed by persons who would be entitled to vote at a meeting those
shares having voting power to cast not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shareholders entitled to vote were present and voted, and any further
requirements of law pertaining to such consents have been complied with. Prompt
notice of the taking of such corporate action with a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
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ARTICLE 3
DIRECTORS
Section 3.1. Number; Election. The board of directors shall fix from
time to time by resolution the precise number of directors. Directors must be
over age eighteen, but need not be residents of the State of Delaware or
shareholders of the Corporation. The directors, other than the first board of
directors, shall be elected at the annual meeting of shareholders, and each
director elected shall serve until the next succeeding annual meeting and until
such person's successor shall have been elected and qualified or until the
earlier resignation, removal from office, or death of such person. The first
board of directors shall hold office until the first annual meeting of
shareholders.
Section 3.2. Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
even though the remaining directors may constitute less than a quorum of the
board of directors. If there shall be only one director and such director shall
resign, he may elect a new director, who shall take office immediately upon the
effectiveness of such resignation. A director elected to fill a vacancy shall be
elected for the unexpired portion of the term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of a majority of the remaining directors
present at a meeting even though less than a quorum of the board of directors is
present. A director elected to fill a newly created directorship shall serve
until the next election of directors by the shareholders and the election and
qualification of his successor.
Section 3.3. Powers. The business and affairs of the Corporation shall
be managed by its board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or these by-laws directed or required to be
exercised or done by the shareholders.
Section 3.4. Compensation. Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of directors for services to the Corporation as directors,
officers, or otherwise, for attendance at regular or special meetings of the
board of directors and of any special or standing committees thereof as may be
from time to time determined by resolution of the board of directors or by the
Shareholders. A Director may also serve the Corporation in a capacity other than
that of Director and receive compensation, as determined by the board of
directors, for services rendered in that other capacity.
Section 3.5. Removal. Any Director may be removed from office, with or
without cause, upon the majority vote of the Shareholders, at a meeting with
respect to which notice of such purpose is given, and a removed Director's
successor may be elected at the same meeting to serve the unexpired term.
ARTICLE 4
MEETINGS OF THE BOARD OF DIRECTORS
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Section 4.1. Location of Meetings. Meetings of the board of directors,
regular or special, may be held either within or without the State of Delaware.
Directors may attend and participate in meetings either in person or by means of
conference telephones or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by means of such communications equipment shall constitute presence in
person at any meeting.
Section 4.2. First Meeting of New Board. The first meeting of each
newly elected board of directors shall be held immediately following the annual
meeting of shareholders at the place where such annual meeting is held. Such
meeting shall be designated as the annual meeting of the board of directors, and
no notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present.
Alternatively, the new board of directors may convene at such place and time as
shall be fixed by the consent in writing of all its members.
Section 4.3. Regular Meetings. Regular meetings of the board of
directors may be held with such frequency and at such time and at such place as
shall from time to time be determined by the board. If the board has so fixed
the frequency, time and place of regular meetings, no notice thereof shall be
necessary.
Section 4.4. Special Meetings. Special meetings of the board of
directors may be called by the president or by any director on two days' notice
to each director in accordance with Article 6.
Section 4.5. Notice of Meetings. Notice of a meeting need not be given
to any director who signs a waiver of notice either before or after the meeting
or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice thereof. 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 the notice or waiver of notice of such meeting.
Section 4.6. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business. If a quorum shall not be present at any
meeting of directors, the directors present may adjourn the meeting from time to
time until a quorum shall be present, without notice of the time and place that
the meeting will be reconvened other than announcement at the adjourned meeting.
Section 4.7. Majority. The act of a majority of the directors present
at the meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by law or by the
Certificate of Incorporation.
Section 4.8. Action by Consent. Any action required or permitted to be
taken at a meeting of directors or of a committee thereof may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all directors or all members of the committee, as the case may be, entitled to
vote with respect to the subject matter thereof. Such consent shall be filed
with the minutes of the proceedings of the board or the committee.
ARTICLE 5
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COMMITTEES
Section 5.1. Election. In the event that the number of directors of the
corporation shall be in excess of one, the board of directors, by resolution
adopted by a majority of the full board, may designate from among its members an
executive committee, and one or more other committees, each consisting of one or
more directors and each of which, to the extent provided in the resolution
establishing such committee, shall have and may exercise all authority of the
board of directors in the management of the Corporation, except as otherwise
required by law. Vacancies in the membership of the committee shall be filled by
a majority vote of the M board of directors.
Section 5.2. Minutes. Each such committee shall keep regular minutes of
its proceedings and report the same to the board when required.
ARTICLE 6
NOTICES
Section 6.1. Required Notices. Whenever under the provisions of
applicable law, the Certificate of Incorporation or these by-laws any notice is
required to be given to any director or shareholder, such notice shall be given
in writing and delivered either personally or by first class mail or telegrams
addressed to such director or shareholder at his address as it appears on the
records of the Corporation. If mailed, such notice shall be deemed to be
delivered two business days after it was deposited in the United States mail
with first class postage prepaid. Notices given by any other means shall be
deemed delivered when received by the addressee.
Section 6.2. Waiver of Notice. Whenever under the provisions of
applicable law, the Certificate of Incorporation or these by-laws, any notice is
required to be given to any director or shareholder, a written waiver thereof
signed by the person or persons entitled to such notice, either before or after
the time stated therein, shall be deemed the equivalent to the giving of such
notice.
ARTICLE 7
OFFICERS
Section 7.1. Officers; Election; Term. The officers of the Corporation
shall be chosen by the board of directors and shall consist of a president, a
treasurer and a secretary and such other officers or assistant officers,
including vice-presidents, as may be elected by the board of directors. Any
person may hold more than one office. Officers shall be elected at the first
meeting of the board of directors following the annual meeting of shareholders
and shall hold office until their respective successors have been elected and
shall have qualified, and if the board of directors shall fail in any
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year or years to meet and elect officers, the officers last elected shall
continue to hold office. No officer need be a member of the board of directors.
Section 7.2. Additional Officers and Agents. The board of directors may
appoint such other officers, including a chairman of the board, one or more vice
presidents, assistant secretaries, assistant treasurers and agents as it shall
deem necessary. Such officers and agents shall hold their respective offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.
Section 7.3. Salaries; Other Duties and Authority. The salaries of all
officers of the Corporation shall be fixed by the board of directors. No officer
shall be prevented from receiving such salary by reason of the fact that such
officer is also a director of the Corporation. In addition to the duties and
authority conferred upon each officer by these by-laws, each officer shall have
such other duties and authority as may be conferred upon such officer by the
board of directors or delegated to such officer by the President.
Section 7.4. Removal; Vacancies. Any officer or agent elected or
appointed by the board of directors may be removed by the board at any time with
or without cause by the affirmative vote of a majority of the board of
directors. Officers and agents otherwise elected or appointed may be removed in
accordance with Delaware law. Any vacancy occurring in any office of the
Corporation may be filled by the board of directors.
Section 7.5. President. The president shall be the chief executive
officer of the Corporation, shall preside at all meetings of shareholders and
the board of directors, shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. The president shall have the authority and
power to execute on behalf of the Corporation bonds, mortgages, notes,
contracts, leases and other documents and instruments (whether or not requiring
the seal of the Corporation) except where such documents or instruments are
required by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the Corporation. If there shall be no treasurer,
the president shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys 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 president shall disburse the funds of
the Corporation as may be ordered by the board of directors, taking proper
vouchers for such disbursements, and shall render to the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all transactions as treasurer and of the financial condition of the Corporation.
Section 7.6. Vice President. Each vice president shall perform such
duties and have such powers as the board of directors may from time to time
prescribe. At the request of the president, or in case of the President's
absence or inability to act upon the request of the board, a vice president
shall perform the duties of the president and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the president.
Section 7.7. Secretary. The secretary shall attend all meetings of
shareholders and the board of
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directors and shall record the proceedings of such meetings in books to be kept
for that purpose and shall perform like duties for any committee of directors
when required. The secretary shall give, or cause to be given, notice of all
meetings of shareholders and shall perform such duties as may be prescribed by
the board of directors or the president, under whose supervision he or she,
shall be. The secretary shall have custody of the corporate seal of the
Corporation, and shall have authority to affix it to any instrument requiring
it, and when so affixed it may be attested by his or her signature.
Section 7.8. Treasurer. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys 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 as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all transactions as treasurer and of the financial condition of the Corporation.
If required by the board of directors, the treasurer shall give the Corporation
a bond in such sum with surety or sureties as shall be satisfactory to the board
of directors for the faithful performance of the duties of the office and for
the restoration to the Corporation, in case of death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his or her control belonging to
the Corporation.
ARTICLE 8
CERTIFICATES FOR SHARES
Section 8.1. Form of Certificates. The shares of stock of the
Corporation shall be represented by certificates which shall be in such form as
the board of directors may from time to time adopt. Such certificates shall be
numbered, shall be entered in the books of the Corporation as they are issued,
shall be signed by the president or a vice president and by the secretary or an
assistant secretary and shall be sealed with the seal of the Corporation or a
facsimile thereof.
Section 8.2. Facsimile Signatures. The signatures of the Corporation
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 an employee of the Corporation. If any officer who has signed a certificate
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an officer before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as if he or she
were such officer at the date of its issue.
Section 8.3. Lost Certificates. The board of directors may direct that
a new certificate be issued in place of any certificate theretofore issued by
the Corporation which is alleged to have been lost or destroyed. When
authorizing the issuance 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
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certificate alleged to have been lost or destroyed.
Section 8.4. Transfer of Shares. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, the old certificate shall be conspicuously marked on its face
"cancelled" and filed with the permanent stock records of the Corporation and
the transaction shall be recorded upon the books of the Corporation.
Section 8.5. Closing of Transfer Books. In order to determine the
Corporation's shareholders (i) entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, (ii) entitled to receive payment of
any dividend or (iii) for any other proper purpose, the board of directors may
provide that the stock transfer books shall be closed for a stated period not to
exceed 50 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding such meeting. In lieu of closing the stock transfer books, the board
of directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than 50 days and, in
case of a meeting of shareholders, not less than 10 days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date for the adjourned meeting.
Section 8.6. Registered Shareholders. The Corporation shall be entitled
to recognize the person registered on its books as the owner of shares for the
purposes of determining who shall (i) have the right to receive dividends
declared with respect to such shares, or vote such shares, and (ii) be held
liable for calls and assessments. Except as otherwise provided by law, the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof.
Section 8.7. List of Shareholders. The officer or agent having charge
of the stock books and records of the Corporation shall make a complete list of
the shareholders entitled to vote at a meeting of shareholders or any
adjournment thereof. Such list shall be arranged in alphabetical order and shall
contain the address of each shareholder and the number of shares, and class and
series, if any, of shares held by each such shareholder. Such list shall be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any shareholder immediately prior to and during the meeting.
Such list shall be prima facie evidence of who is a shareholder of record.
ARTICLE 9
INDEMNIFICATION
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Section 9.1. Indemnification. Each person who is or was a director or
officer of the Corporation, and each person who is or was a director or officer
of the Corporation who at the request of the Corporation is serving or has
served as an officer, director, partner, joint venturer or trustee of another
corporation, partnership, joint venture, trust or other enterprise shall be
indemnified by the Corporation against those expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement which are allowed to be
paid or reimbursed by the Corporation under the laws of the State of Delaware
and which are actually and reasonably incurred in connection with any action,
suit, or proceeding, pending or threatened, whether civil, criminal,
administrative or investigative, in which such person may be involved by reason
of his being or having been a director or officer of this Corporation or of such
other enterprises. Such indemnification shall be made only in accordance with
the laws of the State of Delaware and subject to the conditions prescribed
therein.
In any instance where the laws of the State of Delaware permit
indemnification to be provided to persons who are or have been an officer or
director of the Corporation or who are or have been an officer, director,
partner, joint venturer or trustee of any such other enterprise only on a
determination that certain specified standards of conduct have been met, upon
application for indemnification by any such person the Corporation shall
promptly cause such determination to be made (i) by the board of directors by
majority vote of a quorum consisting of directors not at the time parties to the
proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee
duly designated by the board of directors (in which designation directors who
are parties may participate), consisting solely of two or more directors not at
the time parties to the proceeding; (iii) by special legal counsel selected by
the board of directors or its committee in the manner prescribed in (i) or (ii),
or if a quorum of the board of directors, cannot be obtained under (i), and a
committee cannot be designated under (ii), selected by majority vote of the full
board of directors (in which selection directors who am parties may
participate); or (iv) by the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the proceeding may not
be voted on the determination.
As a condition to any such right of indemnification, the Corporation
may require that it be permitted to participate in the defense of any such
action or proceeding through legal counsel designated by the Corporation and at
the expense of the Corporation.
Section 9.2. Insurance. The Corporation may purchase and maintain
insurance on behalf of any such persons whether or not the Corporation would
have the power to indemnify such officers and directors against any liability
under the laws of the State of Delaware.
Section 9.3. Notice to Shareholders. If any expenses or other amounts
are paid by way of indemnification, other than by court order, action by
shareholders or by an insurance carrier, the Corporation shall provide notice of
such payment to the shareholders in accordance with the provisions of the laws
of the State of Delaware.
ARTICLE 10
GENERAL PROVISIONS
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Section 10.1. Dividends. Subject to applicable laws and the provisions
of the Certificate of Incorporation relating thereto, if any, dividends may be
(i) declared by the board of directors at any regular or special meeting, and
(ii) paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend, the board may set aside out of any funds of the
Corporation available for dividends such sums as the directors may from time to
time, in their absolute discretion, think proper as a reserve fund to meet
contingencies or for equalizing dividends or for repairing or maintaining any
property of the Corporation or for such other purposes as the directors shall
think conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
Section 10.2. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the board of directors may from time to time designate and shall
be drawn out on checks, drafts or other orders signed on behalf of the
Corporation by such person or persons as the board of directors may from time to
time designate.
Section 10.3. Contracts and Deeds. All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the President or by
such other officer, officers, agent or agents as the board of directors may from
time to time by resolution provide.
Section 10.4. Seal. The Corporation shall have a corporate seal which
shall have inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal Delaware." The seal may be used by
the Secretary of the Corporation by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced. The board of directors may
from time to time authorize any other officer to affix the seal of the
Corporation and to attest to such affixation by his signature.
Section 10.5. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholder, board of directors, and committees of directors and shall
keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders, and the number, class and series, if
any, of the shares held by each.
Section 10.6. By-Law Amendments. These by-laws may be altered, amended,
or repealed or new by-laws may be adopted by the board of directors or the
shareholders. Any by-laws adopted by the board of directors may be altered,
amended or repealed by the board of directors or the shareholders, but new
by-laws adopted by the shareholders may be altered, amended or repealed only by
the shareholders.
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