EXHIBIT 3.4
UNITED AUTO GROUP, INC.
INCORPORATED UNDER THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
BYLAWS
(COMPOSITE COPY AS OF 5/21/2004)
(Amended and Restated as of October 28, 1996)
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ARTICLE I.
OFFICES
The registered office of UNITED AUTO GROUP, INC. (the "Corporation") in Delaware
shall be at 32 Loockerman Square, Suite L-100 in the City of Dover, County of
Kent, in the State of Delaware, and The Prentice Hall Corporation System, Inc.
shall be the resident agent of the Corporation in charge thereof. The
Corporation may also have such other offices at such other places, within or
without the State of Delaware, as the board of directors of the Corporation (the
"Board of Directors") may from time to time designate or the business of the
Corporation may require.
ARTICLE II.
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of stockholders for the election
of directors and the transaction of any other business shall be held on such
date, in such city and state and at such time and place as may be designated by
the Board of Directors, which shall be set forth in the notice of such meeting.
At the annual meeting any business may be transacted and any corporate action
may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute, the Certificate of Incorporation or
these Bylaws.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors, the Chairman of the
Board or the Chief Executive Officer and shall be called by the Chief Executive
Officer at the request of the holders of a majority of the outstanding shares of
capital stock entitled to vote. Special meetings shall be held at such place or
places within or without the State of Delaware as shall from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.
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SECTION 3. NOTICE OF MEETINGS. Written notice of the time and place of any
stockholders' meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting. Notice of any adjourned meeting need not be given except by
announcement at the meeting so adjourned, unless otherwise ordered in connection
with such adjournment. Such further notice, if any, shall be given as may be
required by law.
SECTION 4. QUORUM. Any number of stockholders, together holding at least a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws.
SECTION 5. ADJOURNMENT OF MEETINGS. If less than a quorum shall attend at the
time for which a meeting shall have been called, the meeting may be adjourned
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote, without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
SECTION 6. VOTING LIST. The officer or agent having charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purposes
germane to the meeting, during ordinary business hours, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held, for said ten (10) days. The list shall also be produced and kept
at the time and place of meeting during the whole time thereof and subject to
the inspection of any stockholder who may be present.
SECTION 7. VOTING. Each stockholder entitled to vote at any meeting may vote
either in person or by proxy, but no proxy shall be voted on or after three (3)
years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
shall be determined by the affirmative vote of the majority of shares present in
person or by proxy and entitled to vote on the subject matter. Voting at
meetings of stockholders need not be by written ballot.
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SECTION 8. RECORD DATE OF STOCKHOLDERS. The Board of Directors is authorized to
fix in advance a date not more than sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, 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, or as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or 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, and, in such case, such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting, and any adjournment thereof, 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, after such record date fixed as
aforesaid.
SECTION 9. NO ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken only at such
duly called annual or special meeting.
SECTION 10. CONDUCT OF MEETINGS. The Chief Executive Officer or any Vice
President designated by the Chief Executive Officer, shall preside at all
regular or special meetings of stockholders. To the maximum extent permitted by
law, such presiding person shall have the power to set procedural rules,
including but not limited to rules respecting the time allotted to stockholders
to speak, governing all aspects of the conduct of such meetings.
ARTICLE III.
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS. On the effective date of these Bylaws, the
Board of Directors shall consist of eight (8) directors and thereafter shall
consist of such number as may be fixed from time to time by resolution of the
Board of Directors. The directors need not be stockholders.
SECTION 2. ELECTION OF DIRECTORS. At each annual meeting of stockholders of the
Corporation, the directors elected at such meeting shall serve for a one-year
term expiring at the next annual meeting of stockholders or until their earlier
death, resignation or removal.
SECTION 3. REMOVAL AND RESIGNATION OF DIRECTORS. Any director may be removed
from the Board of Directors only for cause by the holders of a majority of the
shares of capital stock entitled to vote, at any special meeting of the
stockholders called for that purpose, and the office of such director shall
forthwith become vacant.
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Any director may resign at any time. Such resignation shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the Chief Executive Officer or Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless so specified therein.
SECTION 4. FILLING OF VACANCIES. Any vacancy among the directors, occurring from
any cause whatsoever, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director; PROVIDED, HOWEVER,
that the stockholders removing any director may at the same meeting fill the
vacancy caused by such removal; and PROVIDED, FURTHER, that if the directors
fail to fill any such vacancy, the stockholders may at any special meeting
called for the purpose fill such vacancy. In case of any increase in the number
of directors, the additional directors may be elected by the directors in office
before such increase.
Any person elected to fill a vacancy shall hold office, subject to the right of
removal as hereinbefore provided, until the next annual meeting of stockholders
or until their earlier death, resignation or removal.
SECTION 5. REGULAR MEETINGS. The Board of Directors shall hold an annual meeting
for the transaction of any business immediately after the annual meeting of the
stockholders, provided a quorum of directors is present. Other regular meetings
may be held at such times as may be determined from time to time by resolution
of the Board of Directors.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or by the Chief Executive
Officer.
SECTION 7. NOTICE AND PLACE OF MEETINGS. Meetings of the Board of Directors may
be held at the principal office of the Corporation or at such other place as
shall be stated in the notice of such meeting. Notice of any such meeting shall
be given in compliance with applicable law. No notice of the annual meeting of
the Board of Directors shall be required if it is held immediately after the
annual meeting of the stockholders and if a quorum is present.
SECTION 8. BUSINESS TRANSACTED AT MEETINGS, ETC. Any business may be transacted
and any corporate action may be taken at any regular or special meeting of the
Board of Directors at which a quorum shall be present, whether such business or
proposed action be stated in the notice of such meeting or not, unless special
notice of such business or proposed action shall be required by statute.
SECTION 9. QUORUM. A majority of the Board of Directors at any time in office
shall constitute a quorum. At any meeting at which a quorum is present, the vote
of a majority of the members present shall be the act of the Board of Directors
unless the act of a greater number is specifically required by law or by the
Certificate of Incorporation or these Bylaws. The members of the Board of
Directors shall act only as the Board of Directors and the individual members
thereof shall not have any powers as such.
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SECTION 10. COMPENSATION. The directors shall not receive any salary for their
services as directors, but by resolution of the Board of Directors a fee
(payable in cash or securities, as determined by the Board of Directors) and
expenses of attendance may be allowed for attendance at each meeting. Nothing
herein contained shall preclude any director from serving the Corporation in any
other capacity, as an officer, agent or otherwise, and receiving compensation
therefor.
SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee of the Board
of Directors (each a "Committee"), may be taken without a meeting if all members
of the Board of Directors or Committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors.
SECTION 12. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT. Members of the
Board of Directors, or any Committee, shall, except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, may participate in a
meeting of the Board of Directors, or any Committee, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at the meeting.
ARTICLE IV.
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one (1) or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board of Directors, which Committee shall, during the intervals between
meetings of the Board of Directors, have and exercise all of the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, subject only to such restrictions or limitations as the Board of
Directors may from time to time specify, or as limited by law, and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution passed by a majority of the whole Board of
Directors.
Any person ceasing to be a director shall IPSO FACTO cease to be a member of the
Executive Committee.
Any vacancy in the Executive Committee occurring from any cause whatsoever may
be filled from among the directors by a resolution passed by a majority of the
whole Board of Directors.
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SECTION 2. OTHER COMMITTEES. Other Committees may be appointed by resolution of
the whole Board of Directors, which Committees shall hold office for such time
and have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors.
SECTION 3. RESIGNATION. Any member of a Committee may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by the Chief
Executive Officer or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
SECTION 4. QUORUM. A majority of the members of a Committee shall constitute a
quorum. The act of a majority of the members of a Committee present at any
meeting at which a quorum is present shall be the act of such Committee. The
members of a Committee shall act only as a Committee, and the individual members
thereof shall not have any powers as such.
SECTION 5. RECORD OF PROCEEDINGS, ETC. Each Committee shall keep a record of its
proceedings, which record shall be filed with the minutes of the proceedings of
the Board of Directors.
SECTION 6. ORGANIZATION, MEETINGS, NOTICES, ETC. A Committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the Committee may at any time agree upon. Each Committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such Committee may be given by the Secretary of the
Corporation or by the chairman of the Committee and shall be sufficiently given
if mailed to each member at his residence or usual place of business at least
five (5) days before the day on which the meeting is to be held, or if sent to
him at such place by facsimile, telegraph or cable, or delivered personally or
by telephone not later than twenty-four (24) hours before the time at which the
meeting is to be held.
SECTION 7. COMPENSATION. The members of any Committee shall be entitled to such
compensation as may be allowed them by resolution of the Board of Directors.
ARTICLE V.
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a Chief Executive
Officer, one or more Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of
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Section 3 of this Article V. The Board of Directors in its discretion may also
elect a Chairman of the Board of Directors and/or a Vice Chairman of the Board
of Directors.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers, except as
provided in Section 3 of this Article V, shall be appointed annually by the
Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. Except as otherwise provided by law, any number of offices may be held
by the same person.
SECTION 3. OTHER OFFICERS. Other officers, including a president, one or more
additional executive vice presidents, vice presidents, assistant secretaries or
assistant treasurers, may from time to time be appointed by the Board of
Directors or Executive Committee, which other officers shall have such powers
and perform such duties as may be assigned to them by authority appointing them.
SECTION 4. REMOVAL OF OFFICERS. Any officer of the Corporation may be removed
from office, with or without cause, by a vote of a majority of the Board of
Directors.
SECTION 5. RESIGNATION. Any officer of the Corporation may resign at any time.
Such resignation shall be in writing and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the Chief
Executive Officer or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
SECTION 6. FILLING OF VACANCIES. A vacancy in any office shall be filled by the
Board of Directors or by the authority appointing the predecessor in such
office.
SECTION 7. COMPENSATION. The compensation of the officers shall be fixed by the
Board of Directors, or by any Committee upon whom power in that regard may be
conferred by the Board of Directors.
SECTION 8. CHAIRMAN AND/OR VICE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman
and/or Vice Chairman of the Board of Directors shall be a director and shall
preside at all meetings of the Board of Directors at which he shall be present,
and shall have such power and perform such duties as may from time to time be
assigned to him by the Board of Directors.
SECTION 9. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, when
present, preside at all meetings of the stockholders. He shall have power to
call special meetings of the stockholders or of the Board of Directors at any
time. He shall be the chief executive officer of the Corporation, and shall have
the general direction of the business, affairs and property of the Corporation,
and of its several officers, and shall have and exercise all such powers and
discharge such duties as usually pertain to the office of Chief Executive
Officer.
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SECTION 10. VICE PRESIDENTS. The President, if any, or Vice Presidents, or any
of them, shall, subject to the direction of the Board of Directors, at the
request of the Chief Executive Officer or in his absence, or in case of his
inability to perform his duties for any cause, perform the duties of the Chief
Executive Officer, and, when so acting, shall have all the powers of, and be
subject to all restrictions upon, the Chief Executive Officer. The President, if
any, and the Vice Presidents shall also perform such other duties as may be
assigned to them by the Board of Directors, and the Board of Directors may
determine the order of priority among the Vice Presidents.
SECTION 11. SECRETARY. The Secretary shall perform such duties as are usually
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these Bylaws.
SECTION 12. TREASURER. The Treasurer shall perform such duties and have powers
as are usually incident to the office of Treasurer or may from time to time be
assigned to him by the Board of Directors.
ARTICLE VI.
CAPITAL STOCK
SECTION 1. ISSUANCE OF CERTIFICATES OF STOCK. Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issuance and shall be signed by (i) the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
if any, or one of the Vice Presidents, and (ii) the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and the seal of the
Corporation or a facsimile thereof shall be impressed or affixed or reproduced
thereon; PROVIDED, HOWEVER, that where such certificates are signed by a
transfer agent or an assistant transfer agent or by a transfer clerk acting on
behalf of the Corporation and a registrar, the signature of any such officers of
the Corporation may be facsimile. 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 issued 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, have not ceased
to be such officer or officers of the Corporation.
SECTION 2. REGISTRATION AND TRANSFER OF SHARES. The name of each person owning
one or more shares of the capital stock of the Corporation shall be entered on
the books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issuance of
such certificates. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the holders thereof in person, or by their
duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of
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shares, accompanied by an assignment or power of transfer endorsed thereon or
attached thereto, duly executed, and with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require. A record
shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
SECTION 3. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen, destroyed or mutilated, and the
Board of Directors may, in its discretion, require the owner of the lost,
stolen, destroyed or mutilated certificate, or his legal representatives, to
give the Corporation a bond, in such sum not exceeding double the value of the
stock and with such surety or sureties as they may require, to indemnify it
against any claim that may be made against it by reason of the issuance of such
new certificate and against all other liability in the premises, or may remit
such owner to such remedy or remedies as he may have under the laws of the State
of Delaware.
ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
SECTION 1. GENERAL DISCRETION OF DIRECTORS. The Board of Directors shall have
power to fix and vary the amount to be set aside or reserved as working capital
of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any part of the surplus or net profits of
the Corporation shall be declared as dividends and paid to the stockholders, and
to fix the date or dates for the payment of any dividends.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall commence on the
first day of January and end on the last day of December, or such other dates as
may be determined by the Board of the Directors.
SECTION 2. CORPORATE SEAL. The corporate seal shall be in such form as approved
by the Board of Directors and may be altered at their pleasure. The corporate
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
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SECTION 3. NOTICES. Except as otherwise expressly provided, any notice required
by these Bylaws to be given shall be sufficient if given by depositing the same
in a post office or letter box in a sealed postpaid wrapper addressed to the
person entitled thereto at his address, as the same appears upon the books of
the Corporation, or transmitted by facsimile, telegraph or cable the same to
such person at such address; and such notice shall be deemed to be given at the
time it is mailed, transmitted by facsimile, telegraphed or cabled.
SECTION 4. WAIVER OF NOTICE. Any stockholder or director may at any time, by
writing or by facsimile, telegraph or cable, waive any notice required to be
given under these Bylaws, and if any stockholder or director shall be present at
any meeting his presence shall constitute a waiver of such notice.
SECTION 5. 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 designated by
resolution of the Board of Directors.
SECTION 6. DEPOSITS. All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such bank or banks, trust companies
or other depositories as the Board of Directors may select, and, for the purpose
of such deposit, checks, drafts, warrants and other orders for the payment of
money which are payable to the order of the Corporation, may be endorsed for
deposit, assigned and delivered by any officer of the Corporation, or by such
agents of the Corporation as the Board of Directors or the Chief Executive
Officer may authorize for that purpose.
SECTION 7. VOTING STOCK OF OTHER CORPORATIONS. Except as otherwise ordered by
the Board of Directors or the Executive Committee, the Chief Executive Officer
or the Secretary shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of the stockholders
of any corporation of which the Corporation is a stockholder and to execute a
proxy to any other person to represent the Corporation at any such meeting, and
at any such meeting the Chief Executive Officer or the Secretary or the holder
of any such proxy, as the case may be, shall possess and may exercise any and
all rights and powers incident to ownership of such stock and which rights and
powers the Corporation might have possessed and exercised if present. The Board
of Directors or the Executive Committee may from time to time confer like powers
upon any other person or persons.
SECTION 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify any and all of its directors or officers, including former directors
or officers, and any employee, who shall serve as an officer or director of any
corporation at the request of the Corporation, to the fullest extent permitted
under and in accordance with the laws of the State of Delaware.
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SECTION 9. INTERESTED DIRECTORS; QUORUM. No contract or transaction between the
Corporation and one or more of its directors or officers of a corporation,
partnership, association, or other organization or entity in which one or more
of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or Committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if: (1) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the Committee, and the Board of Directors or Committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterest directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a Committee
which authorizes the contract or transaction.
ARTICLE IX.
AMENDMENTS
SECTION 1. Amendments. The Board of Directors shall have the power to make,
rescind, alter, amend and repeal these Bylaws, PROVIDED, HOWEVER, that the
stockholders shall have power to rescind, alter, amend or repeal any bylaws made
by the Board of Directors, and to enact bylaws which if so expressed shall not
be rescinded, altered, amended or repealed by the Board of Directors.
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