EXHIBIT 3.2(b)
Page No. 1
BYLAWS
OF
PLASTIPAK PACKAGING, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
Section 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
require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of Shareholders shall be
held in each year on or before ninety (90) days after the expiration of the
fiscal year of the Corporation at such time and place as shall be determined by
the Board of Directors, for the purpose of electing Directors and of transacting
such other business as may properly be brought before the meeting.
Section 2. Delayed Annual Meeting. If for any reason the annual meeting
of Shareholders shall not be held within the period hereinbefore designated,
such meeting may be called by the President and held as a special meeting and
the same proceedings may be had thereat as at an annual meeting.
Section 3. Order of Business. The order of business at the annual
meeting of the Shareholders shall be as follows:
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a) Roll call
b) Reading of Notice and proof of mailing
c) Reading and disposal of any unapproved minutes
d) Annual reports of officers and committees
e) Election of Directors
f) Transaction of other business as follows:
1) Unfinished business
2) New business
g) Adjournment
Provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.
Section 4. Special Meeting. A special meeting of the shareholders may
be called to be held at such time and place as may be designated by the
President or by a majority of the Board of Directors or by a shareholder or
shareholders holding not less than an aggregate of Twenty-Five percent (25%) of
the outstanding shares of stock of the corporation having the right to vote at
such special meeting. The method by which such meeting may be called is as
follows:
Upon receipt of a specification in writing setting forth the
date and objects of such proposed special meeting, signed by
the President or by a majority of the Board of Directors or by
a shareholder or by shareholders holding not less than an
aggregate of Twenty-Five percent (25%) of the outstanding
shares of stock of the corporation having a right to vote at
such special meeting, the Secretary of this corporation shall
prepare, sign and mail the notice requisite to such meeting.
Section 5. Notice of Meeting. Written notice of the time and place of
every meeting of the shareholders of this corporation shall be served either
personally or by mail not less than ten (10) days nor more than sixty (60) days
before said meeting upon each shareholder of record of the corporation entitled
to vote at such meeting. In the event said meeting is a special meeting of the
shareholders of the corporation, the purpose or purposes for which the meeting
is called shall be set forth in the notice, and no business not mentioned in the
notice shall be transacted at such special meeting. All notices required to be
given by an provision of the Bylaws shall state the authority pursuant to which
they are issued as "Board of Directors" or "shareholders", as the case may be,
and shall bear the written or printed signature of the Secretary. When a notice
is served by mail such notice shall be deemed duly served when the same has been
deposited in the United States mail with postage fully pre-paid, plainly
addressed such to the sendee at his, hers or its latest address appearing upon
the stock ledger of the corporation.
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Section 6. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this corporation may be waived by telegram,
radiogram, cablegram or other writing either before or after such meeting has
been held. Furthermore, whenever all the shareholders shall meet in person or by
proxy such meeting shall be valid for all purposes, without notice, and at such
meeting any corporation action shall not be invalid for want of notice.
Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.
Section 8. Record Date. The Board of Directors shall have power to
close the stock transfer books of the corporation for a period not exceeding
forty (40) days preceding the original date fixed for any meeting of the
shareholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchanges of
capital stock shall go into effect. In lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date not exceeding
forty (40) days preceding the original date fixed for any meeting of
shareholders, or the date for the payment of any dividend, or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the shareholders entitled to receive payment of any such dividend, or to any
such allotment of rights or to exercise the rights in respect of any such
change, conversion or exchange of capital stock. In such cases such shareholders
and only such shareholder as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation or otherwise after any such record date
fixed as aforesaid. Nothing in this section shall affect the rights of
shareholder and his transferee or transferor as between themselves.
Section 9. Voting Rights. At all times each holder of record of common
stock of the corporation shall be entitled to one (1) vote in person or by proxy
for each share of common stock standing in his name on the books of the
corporation, subject however, to the full effect of the limitations imposed by
the fixed record date for determination of shareholders set forth in Section 8.
of the Article.
Section 10. Inspectors of Election. Whenever any person entitled to
vote at a meeting of the shareholders of this corporation shall request the
appointment of inspectors, the Chairman of the Meeting
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shall appoint not more than three (3) inspectors who need not be shareholders.
If the right of any person to vote at such meeting shall be challenged, the
inspectors shall determine such right. The inspectors shall receive and count
the votes either upon the election or for the decision of any questions, and
shall determine the result. Their certificate of any vote shall be prima facie
evidence thereof.
Section 11. Inspection of List of Shareholders. At least ten (10) days
before every election of Directors, a complete list of shareholders of the
corporation entitled to vote at said election, arranged in alphabetical order,
shall be prepared. Said list shall be kept at the place where said election is
to be held for examination by any registered shareholder of the corporation
entitled to vote at such election. Said list shall be produced and kept at the
time and place of election during the whole time whereof, and shall be subject
to the inspection of any registered shareholder or his proxy who may be present.
Section 12. Inspection of Books of Account and Stock Books. The books
of account and stock books of the corporation, except as may be otherwise
required by the laws of the State of Michigan, may be kept outside of the State
of Michigan, at such place or places as the Board of Directors may, from time to
time, appoint. The Board of Directors shall determine whether and to what extent
the accounts and books of the corporation, or any of them, shall be open to the
inspection of the shareholders, and no shareholder shall have any right to
inspect any account or book or document of the corporation, except as conferred
by law or by resolution of the shareholders or Directors.
Section 13. Proxies. No Proxy shall be deemed operative unless and
until signed by the shareholder and filed with the corporation. In the absence
of limitation to the contrary contained in the proxy, the same shall extend to
all meetings of the shareholders and shall remain in force three (3) years from
its date and no longer.
Section 14. Action Without Meeting. Any action required or permitted by
law to be taken at an annual or special 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 the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporation action without a meeting by less than unanimous written consent
shall be given to shareholders who have not consented in writing.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business, property and
affairs of this corporation shall be managed and controlled by a Board of
Directors composed of not less than one (1) and not more
than nine (9) Members. Each Director shall hold office until the next annual
meeting of shareholders of the corporation and/or until a successor is elected
and qualified. Nothing contained in this section is intended to be construed, or
shall be construed, to prevent the removal of any Director of this corporation.
Section 2. Vacancies. Vacancies and newly created Directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, though less than a quorum, or by
a sole remaining Director, and the Directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created Directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any Shareholder or Shareholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such Directors, summarily order an election to be held to fill any
such vacancies or newly created Directorships, or to replace the Directors
chosen by the Directors then in office.
Section 3. Organizational Meeting. At the place of holding the annual
meeting of shareholders and immediately following the same, the Board of
Directors as constituted upon final adjournment of such annual meeting shall
convene, without notice, for the purpose of electing officers and transacting
any other business properly brought before it; provided that the organization
meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the Directors of such new Board.
Section 4. Regular Meeting. Regular meetings of the Board of Directors
other than the organization meeting of the Board shall be held at such time and
place as the Board of Directors shall from time to time determine by resolution
of the Board or by Waiver of Notice and Consent. No notice of regular meetings
or the Board shall be required.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or any one (1) of the
Directors in office at the time of giving reasonable notice, either personally
or by mail or telegram, of the time, place and purpose of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.
Section 6. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the Board of Directors of this corporation may be waived in
writing or by telegram, radiogram, cablegram, either before or after the meeting
has been held. Any director shall, however, be deemed to have waived notice by
his attendance at any meeting.
Page No. 6
Section 7. Quorum. A majority of the Directors in office, including
any vacancies at the time of a meeting of the Board, shall constitute a quorum
for the transaction of business. If there shall be less than a quorum present at
any meeting of the Board of Directors, a majority of the Directors present may
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present, at which time any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum present. The acts of a majority of the directors present at
any meeting at which a quorum is present shall be the acts of the Board unless
otherwise provided by law, the Articles of Incorporation or the Bylaws.
Section 8. Action by Unanimous Written Consent. Any action required or
permitted to be taken by the Board of Directors at a regular or special meeting
of the Board, may be taken without a meeting of the Board, if, before or after
the action, all members of the Board consent thereto in writing. Said consent in
writing and the action taken thereon shall be evidenced by appropriate
memorandum in the minute book of this corporation; and the execution of said
consent in writing by the Directors shall constitute a waiver of the notice
requirements set forth in the statutes of the State of Incorporation of the
corporation, or Bylaws of this corporation which might otherwise invalidate said
action.
Section 9. Election of Officers. The Board of Directors of the
Corporation shall select a President, a Secretary and a Treasurer, and may
select one or more Vice-Presidents, an Assistant Secretary, and/or an Assistant
Treasurer, and/or such other officers as the Board of Directors may determine.
One individual may hold two officer positions. None of said officers, except the
President, need be a Director, but a Vice President, who is not also a Director,
shall not succeed to or fill the office of President.
Section 10. Other Officers and Agents. The Board of Directors shall
have power to appoint such other officers and agents as the Board may deem
necessary for the transaction of the business of the corporation, including the
power to appoint one or more attorneys-in-fact to convey or deal with corporate
real estate.
Section 11. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors whenever in the judgment of the Board the
business interests of the corporation will be served thereby.
Section 12. Power to Fill Vacancies. The Board shall have power to fill
any vacancy in any office occurring from any reason whatsoever.
Section 13. Delegation of Powers. For any reason deemed sufficient by
the Board of Directors, whether occasioned by absence or otherwise, the Board
may delegate all or any of the powers and duties of any officer to any other
officer or Director, but no officer or Director shall execute, acknowledge or
verify any instrument in more than one capacity.
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Section 14. Bonds. The Board of Directors may require any officer,
employee or agent to file with the corporation a satisfactory bond conditioned
for the faithful performance of his duties.
Section 15. Compensation and Expenses. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of Directors. The Directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment 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 like compensation for attending committee meetings.
Section 16. Meetings by Telephone Conference. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 17. Removal of Directors. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.
ARTICLE IV
EXECUTIVE COMMITTEE
The Board of Directors may appoint an Executive Committee constituted
of not less than three (3) nor more than five (5) members, one of whom shall be
the President of the corporation, which committee shall, except as to matters
upon which the Board of Directors has acted, have and exercise the full power of
the Board of Directors in the management of the business and affairs of the
corporation, and shall also have the power to authorize the seal of the
corporation to be affixed to all papers which may require it. The Executive
Committee shall keep a record of its proceedings, meetings and acts, and shall
report these proceedings, meetings and acts to the Board of Directors at the
regular meetings thereof held next after they have been taken, held or done.
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ARTICLE V
OFFICERS
Section 1. Chairman of the Board of Directors. The Board of Directors,
may, at its discretion, select a Chairman of the Board of Directors who shall
preside at all meetings of the Board of Directors at which he may be present,
and shall have such other powers and duties as the Board of Directors may
prescribe.
Section 2. President. The President shall be selected by and from the
membership of the Board of Directors. He shall preside at all meetings of the
Board of Directors. He shall, subject to the control of the Board of Directors,
have general and active management of the business of the corporation, with such
general powers and duties of supervision and management as are usually vested in
the office of President of a corporation. He shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall have
such other powers and duties as may be assigned to him by the Board of
Directors. The President shall have complete and full control over any and all
expenditures made by any of the corporation's employees, officers, agents or
representatives.
Section 3. Vice-Presidents. The Board of Directors may select one or
more Vice-Presidents, who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors. Such Vice-Presidents, as are Directors, in the order of their
seniority, shall perform the duties and exercise the powers of the President
during the absence or disability of the President and Executive Vice-President.
Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the President, he shall attend all meetings
of the shareholders and of the Board of Directors and shall preserve in books of
the corporation true minutes of the proceedings at all such meetings. He shall
give all notices required by statute, Bylaw or resolution. He shall safely keep
in his custody the seal of the corporation and shall have such additional powers
and duties as may be assigned to him by the Board of Directors.
Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he shall have custody of all
corporate funds and securities, and shall keep in books belonging to the
corporation, full and accurate accounts of all receipts and disbursements. He
shall deposit all money, securities and other valuable effects in the name of
the corporation in such depositaries as may be designated for that purpose by
the Board of Directors. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors at the regular meetings of the Board and
whenever requested by them, an account of all his transactions as Treasurer. He
shall, in general, perform all duties incident to the office of Treasurer and
shall have such additional powers and duties as may be assigned to him by the
Board of Directors.
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Section 6. Assistant Secretary. The Board of Directors may select one
or more Assistant Secretaries. Subject to the control of the President and the
Secretary, the Assistant Secretary shall have such powers and perform such
duties as may be assigned to him by the Board of Directors. The Assistant
Secretary, in the absence or disability of the Secretary, shall perform the
duties and exercise the powers of the Secretary.
Section 7. Assistant Treasurer. The Board of Directors may select one
or more Assistant Treasurers. Subject to the control of the President and the
Treasurer, the Assistant Treasurer shall have such powers and perform such
duties as may be assigned to him by the Board of Directors. The Assistant
Treasurer, in the absence or disability of the Treasurer, shall perform the
duties and exercise the power of the Treasurer.
Section 8. Other Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
Section 1. Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee of agent of the Corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation or its
shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
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Section 2. Suit By Or In Right of Corporation. The Corporation shall
indemnify any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation or its shareholders and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the Court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such Court shall
deem proper.
Section 3. Indemnification Against Expenses. To the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred
to in Section 1 or 2 of this ARTICLE VI, in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith. Any
indemnification under Sections 1 or 2 above (unless ordered by a Court) shall be
made by the corporation if authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2 above. Such determination shall be made either (1) by
a majority vote of a quorum of the Board of Directors, consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.
Section 4. Reimbursement of Expenses, Time of Payment. The Board of
Directors may direct that expenses incurred in defending a civil or criminal
action, suit or proceeding described in Sections 1 or 2 above, may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in Section 3 above, upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined by the Board of
Directors that he is entitled to be indemnified by the Corporation.
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Section 5. Other Indemnity. The foregoing right of indemnification
shall not preclude any indemnification of any such director or officer, or any
employee or other person acting for or in the interests of the corporation, to
which such director, officer, employee or other person may be entitled by law or
by virtue of any document or agreement, or which may be legally provided or
afforded by or under any action by the shareholders and/or directors of this
corporation. All rights of indemnification shall inure to the benefit of the
heirs, executors, and administrators and assigns of the person involved.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates. Every shareholder of this corporation shall be
entitled to a certificate of his shares of stock in the corporation signed by
the President and the Secretary or the Treasurer under the seal of the
corporation, certifying the number and class of shares represented by such
certificates, which certificates shall state the terms and provisions of all
classes of shares, and, if such shares are not fully paid, the amount paid. In
case any officer or officers, who shall have signed or whose facsimile signature
or signatures shall have been used on any such certificate or certificates,
shall cease to be such officer or officers of the corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the corporation, such certificate or certificates
may nevertheless be adopted by the corporation and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not ceased to be such
officer of officers of the corporation.
Section 2. Transfer. Shares shall be transferable only on the books of
the corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificate thereof. A record
shall be made of every such transfer and issue. Whenever any transfer is made
for collateral security and not absolutely, the fact shall be so expressed in
the entry of such transfer.
Section 3. Registered Shareholders. The corporation shall have the
right to treat the holder of any share as the absolute owner thereof, and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the corporation shall have
express or other notice thereof, save as may be otherwise provided by statute.
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Section 4. Lost or Destroyed Certificate. In the case of loss or
destruction of any certificate of stock, another may be issued in its place upon
proof of such loss or destruction, and upon giving a satisfactory bond of
indemnity to the corporation and/or to the transfer agent and registrar of such
stock, in such sum as the Board of Directors may provide.
Section 5. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for shares of
this corporation.
ARTICLE VIII
DIVIDENDS AND RESERVES
Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:
a) From earned surplus;
b) From any other source or sources which may be
permitted by statute.
In determining earned surplus, the judgment of the Board shall be conclusive in
the absence of bad faith or gross negligence.
Section 2. Manner of Payment. Dividends may be paid in cash, property,
in obligations of the corporation, or in shares of the capital stock of the
corporation.
Section 3. Reserves. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves, for any proper purpose, as the Board, in its discretion, shall
approve; and the Board shall have power and authority to abolish any reserve
created by the Board.
ARTICLE IX
EXECUTION OF INSTRUMENTS
Section 1. Money Instruments. All checks, drafts, and orders for
payment of money shall be signed in the name of the corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
a single facsimile signature as the Board of Directors shall from time to time
designate as for that purpose.
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Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who have authority to execute any contract,
conveyance or other instrument or document in behalf of this corporation. When
the execution of any contract, conveyance of other instrument or document has
been authorized without specification of the executing officers, the President
may execute the same in the name and in behalf of this corporation and may affix
the corporate seal thereto, or any Vice-President, and the Secretary, or the
Assistant Secretary, may execute the same in the name and in behalf of this
corporation and may affix the corporate seal thereto.
ARTICLE X
FISCAL YEAR
Section 1. The fiscal year of this corporation shall be determined by
the Board of Directors.
ARTICLE XI
AMENDMENT OF BYLAWS
Section 1. The Shareholders or the Board of Directors of the
corporation shall have the power at any regular or special meeting of the
shareholders or Board to alter, amend, add to, rescind or repeal the Bylaws of
the corporation by the affirmative vote of the holders of record of a majority
of the outstanding shares of stock of the corporation entitled to vote at such
meeting, or by a majority of the directors in office, including any vacancies,
at the time of the meeting of the Board at which such change is sought to be
adopted, provided that the directors may not amend the Bylaws so as to affect
the qualification, classification, term of office or number of directors, or the
rights of any class of shareholders.