EXHIBIT 3.43
BY-LAWS
OF
GENERAL NUTRITION COMPANIES, INC.
ARTICLE I
OFFICES OF REGISTERED AGENT
Section 1.1 Registered Office and Agent. The Corporation shall have and
maintain a registered office in Delaware and a registered agent having a
business office identical with such registered office.
Section 1.2 Other Offices. The Corporation may also have such other
office or offices in Delaware or elsewhere as the Board of Directors may
determine or as the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.1 Annual Meeting. An annual meeting of the stockholders shall
be held on the first Monday in July in each year beginning with the year 2004,
at the hour of 10:00 a.m., or in the event the annual meeting is not held on
such date and at such time, then on the date and at the time designated by the
Board of Directors, 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. If the directors shall not be elected
at the annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held as soon thereafter as may be convenient.
Section 2.2 Special Meetings. Special meetings of the stockholders may
be called at any time by the President, and shall be called by the President or
Secretary at the request of (a) a majority of the Board of Directors or (b) the
holders of not less than one-fifth of all the outstanding shares entitled to
vote on the matter for which the meeting is called. Such request shall state the
purpose or purposes of the proposed meeting.
Section 2.3 Place of Meeting. Meetings of stockholders, whether annual
or special, shall be held at such time and place as may be determined by the
Board of Directors and designated in the call and notice or waiver of notice of
such meeting; provided, that a waiver of notice signed by all stockholders may
designate any time or place as the time and place for the holding of such
meeting. If no designation is made, the place of meeting shall be at the
Corporation's principal place of business.
Section 2.4 Notice of Meeting. Written notice stating the place, date
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, or, in the case of a merger, consolidation or sale, lease
or exchange of all or substantially all of the Corporation's property and
assets, at least twenty days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary or the
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.
Section 2.5 Fixing Record Date for Determination of Stockholders. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date to be not more than
sixty days prior to the date of a meeting of stockholders, the date of payment
of a dividend or the date on which other action requiring determination of
stockholders is to be taken, as the case may be. In addition, the record date
for a meeting of stockholders shall not be less than ten days, or in the case of
a merger, consolidation or sale, lease or exchange of all or substantially all
of the Corporation's property and assets, not less than twenty days immediately
preceding such meeting. 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; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
Section 2.6 List of Stockholders Entitled to Vote. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the 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 purpose germane to the meeting, for a period of at
least ten days prior to the meeting, 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.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of the stockholders,
the corporate books, or to vote at any meeting of the stockholders.
Section 2.7 Quorum and Manner of Acting. Unless otherwise provided by
the Certificate of Incorporation or these By-laws, a majority of the outstanding
shares of the Corporation, entitled to vote on a matter, present in person or
represented by proxy, shall constitute a quorum for consideration of such matter
at any meeting of stockholders; provided, that if less than a majority of the
outstanding shares entitled to vote on a matter are present in person or
represented by proxy at said meeting, a majority of the shares so present in
person or represented by proxy may adjourn the meeting from time to time without
further notice other than announcement at the meeting at which the adjournment
is taken of the time and place of the adjourned meeting. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of
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the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. If a quorum is present, the affirmative vote of the
majority of the shares present in person or represented by proxy at the meeting
and entitled to vote shall be the act of the stockholders, unless the vote of a
greater number or voting by classes is required by the General Corporation Law
of the State of Delaware, the Certificate of Incorporation or these By-laws.
Section 2.8 Voting Shares and Proxies. Each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder,
except as otherwise provided in the Certificate of Incorporation. Each
stockholder entitled to vote shall be entitled to vote in person, or may
authorize another person or persons to act for him by proxy executed in writing
by such stockholder or by his duly authorized attorney-in-fact, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.
Section 2.9 Inspectors. At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon the list of
stockholders produced at the meeting in accordance with Section 2.6 hereof and
upon their determination of the validity and effect of proxies, and they shall
count all votes, report the results and do such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
stockholders. Each such report shall be in writing and signed by at least a
majority of the inspectors, the report of a majority being the report of the
inspectors, and such reports shall be prima facie evidence of the number of
shares represented at the meeting and the result of a vote of the stockholders.
Section 2.10 Voting of Shares by Certain Holders. Shares of its own
stock belonging to the Corporation, unless held by it in a fiduciary capacity,
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or foreign, may be
voted by such officer, agent or proxy as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such corporation may determine. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of
the Corporation he expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent such stock and vote thereon.
Section 2.11 Action by Written Consent. Unless otherwise provided in
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
Section 2.12 Cumulative Voting. If the Certificate of Incorporation so
provides, at all elections of directors of the Corporation, or at elections held
under specified circumstances, each
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holder of stock shall be entitled to as many votes as shall equal the number of
votes which he would be entitled to cast for the election of directors with
respect to his shares of stock multiplied by the number of directors to be
elected by him, and he may cast all such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of
them, as he may see fit.
ARTICLE III
DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, except as may be otherwise provided
by statute or the Certificate of Incorporation.
Section 3.2 Number, Tenure and Qualifications. The number of directors
shall be . The number may be increased or decreased from time to time by
amendment of this Section, except as otherwise provided for in the Certificate
of Incorporation. Each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders or residents of Delaware.
Section 3.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held, without other notice than this Section, immediately
after and at the same place as the annual meeting of stockholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without Delaware, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.4 Special Meetings. Special meetings of the Board of
Directors may be called at any time by the President or any two directors. The
person or persons who call a special meeting of the Board of Directors may
designate any place, either within or without Delaware, as the place for holding
such special meeting. In the absence of such a designation the place of meeting
shall be the Corporation's principal place of business.
Section 3.5 Notice of Special Meetings. Notice stating the place, date
and hour of a special meeting shall be mailed not less than five days before the
date of the meeting, or shall be sent by telegram or be delivered personally or
by telephone not less than two days before the date of the meeting, to each
director, by or at the direction of the person or persons calling the meeting.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.6 Quorum and Manner of Acting. A majority of the number of
directors as fixed in Section 3.2 hereof shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors; provided, that
if less than a majority of such number of directors are present at said meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice. The act of the majority of the directors present at a
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meeting at which a quorum is present shall be the act of the Board of Directors,
unless otherwise provided in the General Corporation Law of the State of
Delaware, the Certificate of Incorporation or these By-laws.
Section 3.7 Informal Action by Directors. Any action which is required
by law or by these By-laws to be taken at a meeting of the Board of Directors,
or any other action which may be taken at a meeting of the Board of Directors or
any committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof, or by all the
members of such committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote of all of the directors or all of the
members of such committee, as the case may be, at a duly called meeting thereof,
and shall be filed with the minutes of proceedings of the Board or committee.
Section 3.8 Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, members of the Board of Directors
or of any committee designated by such Board, may participate in a meeting of
such Board or 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 participation in a meeting pursuant to this
Section shall constitute presence at such meeting.
Section 3.9 Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, the President, or the Secretary. Such
resignation shall take effect at the time specified therein; and, unless
tendered to take effect upon acceptance thereof, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.10 Vacancies.
(a) Vacancies and newly-created directorships resulting
from any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
their successors are elected and qualified or until their earlier resignation or
removal.
(b) Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected, and the directors so chosen shall hold office
until the next election of the class for which such directors shall have been
chosen, and until their successors shall be elected and qualified or until their
earlier resignation or removal.
Section 3.11 Removal. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, provided, however, that:
(a) if the Board is classified and unless otherwise
provided in the Certificate of Incorporation, the stockholders may affect such
removal only for cause; or
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(b) if the Corporation has cumulative voting, and less
than the entire Board of Directors is to be removed, no director may be removed
without cause if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire Board of Directors,
or, if there be classes of directors, at an election of the class of directors
of which he is a part.
Whenever the holders of any class or series are entitled to elect one
or more directors by the provisions of the Certificate of Incorporation, the
provisions of this Section shall apply, in respect to the removal without cause
of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the
outstanding shares as a whole.
Section 3.12 Interested Directors.
(a) No contract or transaction between the Corporation
and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization 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 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 or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested 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 shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
shareholders; 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 shareholders.
(b) 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 IV
COMMITTEES
Section 4.1 Appointment and Powers. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation which, to the extent provided in said
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resolution or in these By-laws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation
(except that any such committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the
Board of Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation thereof, or amending the By-laws;
and, unless the resolution, By-laws or Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law.
Section 4.2 Absence or Disqualification of Committee Member. In the
absence or disqualification of any member of such committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
Section 4.3 Record of Proceedings. The committees shall keep regular
minutes of their proceedings and when required by the Board of Directors shall
report the same to the Board of Directors.
ARTICLE V
OFFICERS
Section 5.1 Number and Titles. The officers of the Corporation shall be
a President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Treasurer and a Secretary. There shall be such other
officers and assistant officers as the Board of Directors may from time to time
deem necessary. Any two or more offices may be held by the same person.
Section 5.2 Election, Term of Office and Qualifications. The officers
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the annual meeting of shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as may be convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
be elected to hold office until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal. Election of an
officer shall not of itself create contract rights.
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Section 5.3 Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 5.4 Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Such
resignation shall take effect at the time specified therein; and, unless
tendered to take effect upon acceptance thereof, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5.5 Duties. In addition to and to the extent not inconsistent
with the provisions in these By-laws, the officers shall have such authority, be
subject to such restrictions and perform such duties in the management of the
business, property and affairs of the Corporation as may be determined from time
to time by the Board of Directors.
Section 5.6 President. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors, he
shall in general supervise the business and affairs of the Corporation and he
shall see that resolutions and directions of the Board of Directors are carried
into effect except when that responsibility is specifically assigned to some
other person by the Board of Directors. Unless there is a Chairman of the Board
who is present and who has the duty to preside, the President shall preside at
all meetings of the stockholders and, if a director, at all meetings of the
Board of Directors. Except in those instances in which the authority to execute
is expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-laws or where otherwise required by law, the President may execute for
the Corporation any contracts, deeds, mortgages, bonds or other instruments
which the Board of Directors has authorized to be executed or the execution of
which is in the ordinary course of the Corporation's business, and he may
accomplish such execution either under or without the seal of the Corporation
and either individually or with the Secretary, any Assistant Secretary, or any
other officer thereunto authorized by the Board of Directors or these By-laws.
In general, he shall perform all duties incident to the office of President and
such other duties as from time to time may be prescribed by the Board of
Directors.
Section 5.7 Vice Presidents. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there is more than one Vice President, the Vice President designated Executive
Vice President by the Board of Directors and thereafter, or in the absence of
such designation, the Vice Presidents in the order otherwise designated by the
Board of Directors, or in the absence of such other designation, in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the authority of and be subject to all the restrictions upon the
President. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-laws or where otherwise required by law, the Vice President (or each of
them if there are more than one) may execute for the Corporation any contracts,
deeds, mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, and he may accomplish such execution either under or
without the seal of the Corporation and either individually or with the
Secretary, any Assistant Secretary, or any other officer thereunto
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authorized by the Board of Directors or these By-laws. The Vice Presidents shall
perform such other duties as from time to time may be prescribed by the
President or the Board of Directors.
Section 5.8 Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Corporation, and shall (a) have charge and custody
of, and be responsible for, all funds and securities of the Corporation; (b)
keep or cause to be kept correct and complete books and records of account
including a record of all receipts and disbursements; (c) deposit all funds and
securities of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with these By-laws; (d) from
time to time prepare or cause to be prepared and render financial statements of
the Corporation at the request of the President or the Board of Directors; and
(e) in general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be prescribed by the President or the
Board of Directors. If required by the Board of 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 Board of Directors shall determine.
Section 5.9 Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all stock certificates prior to
the issue thereof and to all documents the execution of which on behalf of the
Corporation under its seal is necessary or appropriate; (d) keep or cause to be
kept a register of the name and address of each stockholder, which shall be
furnished to the Corporation by each such stockholder, and the number and class
of shares held by each stockholder; (e) have general charge of the stock
transfer books; and (f) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be prescribed by the
President or the Board of Directors.
Section 5.10 Assistant Treasurers and Assistant Secretaries. In the
absence of the Treasurer or Secretary or in the event of the inability or
refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the
Assistant Secretary (or in the event there is more than one of either, in the
order designated by the Board of Directors or in the absence of such
designation, in the order of their election) shall perform the duties of the
Treasurer and Secretary, respectively, and when so acting, shall have all the
authority of and be subject to all the restrictions upon such office. The
Assistant Treasurers and Assistant Secretaries shall also perform such duties as
from time to time may be prescribed by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors. If required by the
Board of Directors, an Assistant Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
Section 5.11 Salaries. The salaries and additional compensation, if
any, of the officers shall be determined from time to time by the Board of
Directors; provided, that if such officers are also directors such determination
shall be made by a majority of the directors then in office.
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ARTICLE VI
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 6.1 Stock Certificates. The issued shares of the Corporation
shall be represented by certificates, and no class or series of shares of the
Corporation shall be uncertificated shares. Stock certificates shall be in such
form as determined by the Board of Directors and shall be signed by, or in the
name of the Corporation by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. Any of or all the signatures on the certificates may be a
facsimile. All certificates of stock shall bear the seal of the Corporation,
which seal may be a facsimile, engraved or printed.
Section 6.2 Transfer of Shares. The shares of the Corporation shall be
transferable. The Corporation shall have a duty to register any such transfer
(a) provided there is presented to the Corporation or its transfer agents (i)
the stock certificate endorsed by the appropriate person or persons; and (ii)
reasonable assurance that such endorsement is genuine and effective; and, (b)
provided that (i) the Corporation has no duty to inquire into adverse claims or
has discharged any such duty; (ii) any applicable law relating to the collection
of taxes has been complied with; and (iii) the transfer is in fact rightful or
is to a bona fide purchaser. Upon registration of such transfer upon the stock
transfer books of the Corporation the certificates representing the shares
transferred shall be cancelled and the new record holder, upon request, shall be
entitled to a new certificate or certificates. The terms and conditions
described in the foregoing provisions of this Section shall be construed in
accordance with the provisions of the Delaware Uniform Commercial Code, except
as otherwise provided by the Delaware General Corporation Law. No new
certificate shall be issued until the former certificate or certificates for a
like number of shares shall have been surrendered and cancelled, except that in
case of a lost, destroyed, wrongfully taken or mutilated certificate a new one
may be issued therefor upon such terms and indemnity to the Corporation as the
Board of Directors or the President may prescribe consistent with applicable
law.
ARTICLE VII
DIVIDENDS
Section 7.1 Dividends. Subject to the provisions of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation,
the Board of Directors may declare and pay dividends upon the shares of its
capital stock. Dividends may be paid in cash, in property, or in shares of the
Corporation's capital stock.
ARTICLE VIII
FISCAL YEAR
Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
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ARTICLE IX
SEAL
Section 9.1 Seal. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal" and "Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
ARTICLE X
WAIVER OF NOTICE
Section 10.1 Waiver of Notice. Whenever any notice is required to be
given under these By-laws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, 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
MISCELLANEOUS PROVISIONS
Section 11.1 Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and the President
may so authorize any officer or agent with respect to contracts or instruments
in the usual and regular course of its business. Such authority may be general
or confined to specific instances.
Section 11.2 Loans. No loan shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
Section 11.3 Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, or notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or agent as shall
from time to time be authorized by the Board of Directors.
Section 11.4 Deposits. The Board of Directors may select banks, trust
companies or other depositaries for the funds of the Corporation.
Section 11.5 Stock in Other Corporations. Shares of any other
corporation which may from time to time be held by the Corporation may be
represented and voted by the President, or by any proxy appointed in writing by
the President, or by any other person or persons thereunto authorized by the
Board of Directors, at any meeting of stockholders of such corporation or by
executing written consents with respect to such shares where stockholder action
may be taken by written consent. Shares represented by certificates standing in
the name of the Corporation may be endorsed for sale or transfer in the name of
the Corporation by the President or by any other officer thereunto authorized by
the Board of Directors. Shares belonging to the Corporation
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need not stand in the name of the Corporation, but may be held for the benefit
of the Corporation in the name of any nominee designated for such purpose by the
Board of Directors.
ARTICLE XII
AMENDMENT
Section 12.1 Procedure. These By-laws may be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors.
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