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EXHIBIT 3.2
BY-LAWS
OF
INSITUFORM TECHNOLOGIES, INC.
(as amended through October 25, 2000)
ARTICLE I - OFFICES
The principal offices of the corporation in the State of Delaware shall
be located in the City of Dover, County of Kent. The Corporation may have such
other offices, either within or without the State of incorporation as the board
of directors may designate or as the business of the corporation may from time
to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held at such time and
upon such date during the month of June in each year as the Board of Directors
may determine, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by either the chairman of
the board, the president or by the directors, and shall be called by the
president at the request of the holders of not less than fifty per cent of all
the outstanding shares of the Corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice 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 ten nor more than fifty
days before the date of the meeting, either personally or by mail,
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by or at the direction of either the chairman of the board, the president, the
secretary, or the officer or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than sixty days and, in case of a meeting of
stockholders, not less than ten days prior to the date on which the particular
action requiring such determination of stockholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders 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
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
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8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officer.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. BUSINESS AT MEETINGS.
Subsequent to the 1999 annual meeting of stockholders, no business
shall be transacted at an annual meeting of stockholders other than business
that is (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof), or (iii) otherwise properly brought before the annual meeting by a
stockholder who (x) is a stockholder of record on the record date for the
determination of stockholders entitled to vote at such annual meeting and on the
date of the giving of the notice provided for in this Section 11 and (y)
complies with the procedures set forth in this Section 11 and any other
applicable
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requirements. No business shall be conducted at a special meeting of
stockholders other than business that is specified in the corporation's notice
of meeting (or any supplement thereto). In addition, subsequent to the 1999
annual meeting of stockholders only persons who are nominated in accordance with
the procedures set forth in this Section 11 (and any other applicable
requirements) shall be eligible for election as directors of the corporation. If
business is not properly brought before any meeting of stockholders in
accordance with the procedures set forth in this Section 11, or if a nomination
at any meeting was not made in accordance with the requirements of this Section
11, the chairman shall declare to the meeting that the business was not properly
brought before the meeting, and such business shall not be transacted, or the
nomination was defective, and such defective nomination shall be disregarded.
Subsequent to the 1999 annual meeting of stockholders, nominations of
persons for election to the Board of Directors may be made at any annual meeting
of stockholders, or at any special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting: (i) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), subject to the requirements of these By-laws, or (ii) by any
stockholder who (x) is a stockholder of record on the record date for the
determination of stockholders entitled to vote at such annual meeting and on the
date of the giving of the notice provided for in this Section 11 and (y) has
complied with the procedures set forth in this Section 11.
For a stockholder to be entitled to properly bring business before an
annual meeting of stockholders subsequent to the 1999 annual meeting of
stockholders, a proper Stockholder's Notice (as defined below) must have been
received by the secretary of the corporation at the principal executive offices
of the corporation, and for any nomination of a person or persons for election
to the Board of Directors by a stockholder (a "Stockholder Nomination") to be
made at any annual meeting of stockholders subsequent to the 1999 annual meeting
of stockholders, written notice thereof meeting the requirements set forth below
must have been received by the secretary of the corporation at the principal
executive offices of the corporation, in each case not less than 90 days nor
more than 120 days prior to the first anniversary of the date of the preceding
year's annual meeting of stockholders; provided, however, that in the event that
the date of the annual meeting is advanced or delayed by more than 30 days
compared to the preceding year's annual meeting, notice by the stockholder to be
timely must be so received not later than the close of business on the later of
(i) the ninetieth (90th) day prior to such annual meeting or (ii) the tenth
(10th) day following the day on which public disclosure (as defined below) of
the date of the annual meeting is first made.
For a Stockholder Nomination to be made at any special meeting of
stockholders as aforesaid, written notice thereof meeting the requirements set
forth below must have been received by the secretary of the corporation at the
principal executive offices of the corporation, in each case not later than the
close of business on the later of (i) the ninetieth (90th) day prior to such
special meeting or (ii) the tenth (10th) day following the day on which public
disclosure of the date of the special meeting is made.
A Stockholder's Notice shall mean a written notice to the secretary of
the corporation which sets forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting (including the form of the proposal) and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series and number of
shares of
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capital stock of the corporation that are owned beneficially or of record by
such stockholder, indicating the name and address of any beneficial owner of
such shares, (iv) a description of all arrangements or understandings between
such stockholder (and any person acting on behalf of the stockholder) and any
other person or persons (including their names) in connection with the proposal
of such business by such stockholder and any material interest of such
stockholder in such business, and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
Any notice of a Stockholder Nomination must set forth (a) as to each
person whom the stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the corporation that are owned beneficially
or of record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of 1934, as then
in effect (the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the corporation that are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.
For purposes of this Section 11, "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
board of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER OF DIRECTORS, TENURE AND QUALIFICATIONS.
The Board of Directors shall consist of eight (8) directors, provided
that the size of the Board of Directors shall increase automatically, without
any further amendment to this Section 2,
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to nine (9) directors upon the election or appointment of the Additional Nominee
(as defined in that certain Agreement, dated July 25, 1997, among the
corporation, Jerome Kalishman, Nancy F. Kalishman, The Jerome and Nancy
Kalishman Family Fund, Robert W. Affholder, Xanadu Investments, L.P., Paul A.
Biddelman, Stephen P. Cortinovis, Anthony W. Hooper, Silas Spengler, Sheldon
Weinig and Russell B. Wight, Jr., as it may be amended from time to time (the
"Agreement")) contemplated by, and selected in accordance with, the provisions
of the Agreement. Such directors (except as hereinafter provided for the filling
of vacancies) shall be elected in accordance with the Corporation's Certificate
of Incorporation by the stockholders by a plurality vote of the number of shares
voting at the meeting at which such election shall take place.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president, the Chairman of the Board, or any two directors. The person or
persons authorized to call special meetings of the directors may fix the place
either within or without the state or country, for holding any special meeting
of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 24 hours
previously thereto by written notice delivered personally, or by telegram or
telecopy or mailed to each director at his residence or business address. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
6. QUORUM.
At any meeting of the directors a majority shall constitute a quorum
for the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the directors.
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8. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES.
Any vacancy on the board of directors and any newly-created
directorship resulting from an increase in the number of directors may be filled
by the directors in accordance with the Corporation's Certificate of
Incorporation.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed only for cause by vote of
the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
The Board of Directors shall have the authority to fix the compensation
of directors. Nothing herein shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed compensation for attending
committee meetings.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of one or more
directors. Each such committee shall serve at the pleasure of the board.
14. NOTICE AND APPROVAL OF CERTAIN ACTIONS
Notwithstanding any other provision of these By-laws (and except for
the implementation of Sections 2(a), (b), (c) and (e) and Section 6 of the
Agreement): (a) in the event that any director proposes to bring before any
regular or special meeting of the Board of Directors any proposal relating to
any amendment of the Corporation's Certificate of Incorporation or these By-laws
or the Agreement (as defined in Article III, Section 2), or any change in the
structure,
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composition (other than such director's resignation) or governance of the Board
of Directors (any such action being referred to herein as a "Special Action"),
such director must provide written notice thereof (including a reasonably
detailed description of such proposal) to each member of the Board of Directors
at least seven days prior to the date of the directors' meeting at which the
Special Action is to be proposed; and (b) the taking of any Special Action by
the Board of Directors must be approved by a majority of all directors then
serving; provided, however, that no Special Action which would have any effect
prior to the 1999 annual meeting of the stockholders may be taken if such
Special Action would conflict with, have the effect of modifying or otherwise
frustrating any provision of the Agreement, including, without limitation, any
amendment to Article SIXTH of the Corporation's Certificate of Incorporation or
Section 2 of this Article III, as such provisions will be in effect pursuant to
the Agreement following the 1997 annual meeting of the stockholders.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a chairman of the board, a
vice chairman of the board, a president, one or more senior vice presidents, one
or more vice presidents, a secretary and a treasurer, each of whom shall be
elected by the directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the directors. In addition, the
President may from time to time appoint such officers of operating divisions,
and such contracting and attesting officers, of the corporation as he may deem
proper, who shall have such authority, subject to the control of the directors,
as the President may from time to time prescribe.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer elected by the directors shall hold
office until his successor shall have been duly elected and shall have qualified
or, if earlier, until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Each officer of the corporation
appointed by the President shall hold office for such period as the President
may from time to time prescribe or, if earlier, until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer elected or appointed by the directors, or any officer
appointed by the President, may be removed by the directors whenever in their
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract, if any, of the person so
removed. Any officer appointed by the President may be removed by the President
whenever in his judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract, if any, of
the person so removed.
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4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise of an officer elected or appointed by the
directors may be filled by the directors for the unexpired portion of the term.
A vacancy in any office because of death, resignation, removal, disqualification
or otherwise of any officer appointed by the President may be filled by the
President for the unexpired portion of the term.
4A. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside, when present, at all meetings
of the Board of Directors and at all meetings of the stockholders and will
perform such other duties as may be prescribed from time to time by the Board or
these By-laws.
4B. VICE CHAIRMAN OF THE BOARD.
In the absence of the Chairman of the Board or in the event of his
death, inability or refusal to act, the Vice Chairman of the Board shall perform
the duties of the Chairman of the Board and, when so acting, shall have all the
powers of and be subject to all the restrictions on the Chairman of the Board.
The Vice Chairman of the Board shall perform such other duties as may be
prescribed from time to time by the Board or these by-laws. Notwithstanding any
other provisions of these By-laws, the Vice Chairman of the Board, acting in any
capacity, shall not have the power to call any special meeting of the
Stockholders.
5. PRESIDENT.
The President shall be the chief executive officer of the corporation
and, subject to the control of 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 and stockholders are carried into effect. He
shall have the general authority to execute bonds, deeds and contracts, in the
name of the corporation and affix the corporate seal thereto; to sign stock
certificates; to cause the employment or appointment of such employees and
agents of the corporation as the proper conduct of operations may require, and
to fix their compensation, subject to the provisions of these By-laws; to remove
or suspend any employee or agent who shall have been employed or appointed under
his authority or under authority of an officer subordinate to him; and, in
general, to exercise all the powers and authority usually appertaining to the
chief executive officer of a corporation.
6. VICE-PRESIDENT.
In the absence of the president or in the event of his death, inability
or refusal to act, one of the vice-presidents designated by the directors 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. The
vice-president shall perform such other duties as from time to time may be
assigned to him by the president or by the directors.
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7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or, as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source,
whatsoever, and deposit all such monies in the name of corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
9. SALARIES.
The salaries of those officers elected or appointed by the directors
shall be fixed from time to time by the directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances. The President may authorize any contracting officer
appointed by him pursuant to Section 1 of Article IV to enter into any pipeline
rehabilitation contract in the ordinary course of business of the corporation,
or execute and deliver any instrument in connection therewith, in the name and
on behalf of the corporation.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.
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3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors. Such certificates shall be signed
by any of the chairman of the board, or the president, as authorized by the
directors and the secretary, or such other officers authorized by law and by the
directors. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the stockholders, the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the corporation as the
directors may prescribe.
2. TRANSFERS OF SHARES.
(a) 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, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognized any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January in each year.
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ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
Except as otherwise provided by law, the Board of Directors may adopt,
alter, amend or repeal the by-laws of the Corporation, provided, however, that
the stockholders, representing a majority of all the shares issued and
outstanding at any annual stock holders' meeting or at any special stockholders'
meeting, may repeal, alter or amend by-laws adopted by the Board or Directors
and may adopt new by-laws; provided, further, however, that the size of the
Board of Directors, as set forth in Section 2 of Article III, may only be
amended by a vote of at least 80% of the members of the Board of Directors or by
a vote of the stockholders, representing a majority of all of the shares issued
and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting.
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