EXHIBIT 3.38
Adopted: August 27, 1998
BY-LAWS
OF
TESORO MARITIME COMPANY
BY-LAWS
OF
TESORO MARITIME COMPANY
ARTICLE I
Meetings of Stockholders
Section 1.1 Annual Meetings. The Annual meeting of the stockholders for the
election of directors and for the transaction of such other business as properly
may come before such meeting shall be held on such date and at such time and
place within or without the state of Delaware as may be designated by the Board
of Directors.
Section 1.2 Special Meetings. Special meetings of the stockholders for any
proper purpose or purposes may be called at any time by the Board of Directors,
the Chairman of the Board of Directors, the President or any vice president, to
be held on such date and at such time and place within or without the state of
Delaware as the Board of Directors, the Chairman of the Board of Directors, the
President or a vice president, whichever has called the meeting, shall direct. A
special meeting of the stockholders shall be called by the Chairman of the Board
of Directors, the President or any vice president whenever stockholders holding
shares representing a majority of the votes of the shares of the Corporation
then issued and outstanding and entitled to vote on matters to be submitted to
stockholders of the Corporation shall make application therefor in writing. Any
such written request shall state a proper purpose or purposes of the meeting and
shall be delivered to the Chairman of the Board of Directors, the President or
any vice president.
Section 1.3 Notice of Meeting. Written notice, signed by the Chairman of
the Board of Directors, the President, any vice president, the Secretary or an
assistant secretary, of every meeting of stockholders (other than an adjourned
meeting unless otherwise required by statute) stating the purpose or purposes
for which the meeting is called, and the date and time when, and the place
where, it is to be held shall be either delivered personally or mailed to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the meeting, except as otherwise provided by statute. If
mailed, such notice shall be directed to a stockholder at his address as it
shall appear on the stock books of the Corporation, unless he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request, and shall be given when deposited in the United States mail,
postage prepaid.
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Section 1.4 Quorum. The presence at any meeting, in person or by proxy, of
the holders of record of shares representing a majority of the votes of the
shares then issued and outstanding and entitled to vote shall be necessary and
sufficient to constitute a quorum for the transaction of business, except where
otherwise provided by statute.
Section 1.5 Adjournments. In the absence of a quorum, a majority of the
votes of the stockholders entitled to vote, present in person or by proxy, or,
if no stockholder entitled to vote is present in person or by proxy, any officer
entitled to preside at or act as secretary of such meeting may adjourn the
meeting from time to time until a quorum shall be present.
Section 1.6 Voting. Directors shall be chosen by a plurality of the votes
cast at the election, and except where otherwise provided by statute, or the
Certificate of Incorporation, all other questions shall be determined by a
majority of the votes cast on such question.
Section 1.7 Proxies. Any stockholders entitled to vote may vote by proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (which shall include telegraphing or cabling) by the
stockholder himself or by his duly authorized attorney.
Section 1.8 Judges of Election. The Board of Directors may appoint judges
of election to serve at any election of directors and at balloting on any other
matter that may properly come before a meeting of stockholders. If no such
appointment shall be made, or if any of the judges so appointed shall fail to
attend, or refuse or be unable to serve, then such appointment may be made by
the presiding officers at the meeting.
ARTICLE II
Board of Directors
Section 2.1 Number. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by resolution of the
Board of Directors but shall not be less than two.
Section 2.2 Election and Term of Office. Directors shall be elected at the
annual meeting of the stockholders. Each director (whether elected at an annual
meeting or to fill a vacancy or otherwise) shall continue in office until his
successor shall have been elected or until his earlier death, resignation,
removal or other incapacity in the manner hereinafter provided.
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Section 2.3 Vacancies and Additional Directorships. If any vacancy shall
occur among the directors by reason of death, resignation, removal or other
incapacity or as the result of an increase in the number of directorships, the
directors then in office shall continue to act and may fill any such vacancy by
a vote of the directors then in office, though less than a quorum.
Section 2.4 Meetings. A meeting of the Board of Directors shall be held for
organization, for the election of officers and for the transaction of such other
business as may properly come before the meeting, within thirty days after each
annual election of directors.
The Board of Directors by resolution may provide for the holding of regular
meetings and may fix the times and places at which such meetings shall be held.
Notice of regular meetings shall not be required to be given, provided that
whenever the time or place of regular meetings shall be fixed or changed, notice
of such action shall be mailed promptly to each director who shall not have been
present at the meeting at which such action was taken, addressed to him at his
residence or usual place of business.
Special meetings of the Board of Directors may be called by the Chairman of
the Board of Directors, the President, any vice president or any two directors.
Except as otherwise required by statute, notice of each special meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, or shall be sent to him at such place by telegram, radio or cable, or
telephone or delivered to him personally, not later than two days before the day
on which the meeting is to be held. Such notice shall state the time and place
of such meeting, but unless otherwise required by statute, the Certificate of
Incorporation of the Corporation or these By-laws need not state the purposes
thereof.
Notice of any meeting need not be given to any director who shall attend
such meeting in person or who shall waive notice thereof, before or after such
meeting, in writing or by telegram, radio or cable.
Section 2.5 Quorum. One-third of the total number of members of the Board
of Directors as constituted from time to time, but not less than two, shall be
necessary and sufficient to constitute a quorum for the transaction of business,
In the absence of a quorum, a majority of those present at the time and place of
any meeting may adjourn the meeting from time to time until a quorum shall be
present and the meeting may be held as adjourned without further notice or
waiver. A majority of those present at any meeting at which a quorum is present
may decide any question brought before such meeting, except as otherwise
provided by law, the Certificate of Incorporation or these By-laws.
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Section 2.6 Resignation of Directors. Any director may resign at any time
by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the President, any vice president or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if no time be specified, upon receipt thereof by the Board of Directors or
one of the above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 2.7 Removal of Directors. At any special meeting of the
stockholders, duly called for the purpose of removing a director or directors as
provided in these By-laws, any director or directors may, by the affirmative
vote of the holders of shares representing a majority of the votes of all the
shares of stock outstanding and entitled to vote for the election of directors,
be removed from office, either with or without cause. At such meeting a
successor or successors may be elected by a plurality of the votes cast, or if
any such vacancy is not so filled, it may be filled by the directors as provided
in Section 2.3.
Section 2.8 Compensation of Directors. Directors may receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 2.9 Indemnification. The Corporation shall indemnify to the full
extent authorized or permitted by the laws of the state of Delaware any person
who is made, or threatened to be made, a party to an action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or serves or served any other enterprise at the request of the
Corporation.
ARTICLE III
Committees of the Board
Section 3.1 Designation, Power, Alternate Members and Term of Office. 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. Any such committee, to the extent provided in
such resolution, 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
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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, 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 of a dissolution,
or amending the By-laws of the Corporation or, unless the resolution of the
Board of Directors establishing any such committee shall expressly so provide or
these By-laws shall expressly so provide, declaring a dividend on the
Corporation's capital stock or authorizing the issuance of the Corporation's
capital stock. The Board may designate one or more directors as alternate
members of any committee who, in the order specified by the Board, may replace
any absent or disqualified member at any meeting of the committee. If at a
meeting of any committee one or more of the members thereof should be absent or
disqualified, and if either the Board of Directors has not so designated any
alternate member or members, or the number of absent or disqualified members
exceeds the number of alternate members who are present at such meeting, then
the member or members of such committee (including alternates) present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member. The term of office of the
members of each committee shall be as fixed from time to time by the Board,
subject to these By-laws; provided, however, that any committee member who
ceases to be a member of the Board shall ipso facto cease to be a committee
member. Each committee shall appoint a secretary, who may be the Secretary of
the Corporation or an assistant secretary thereof.
Section 3.2 Meetings, Notices and Records. Each committee may provide for
the holding of regular meetings, with or without notice, and may fix the time
and place at which such meetings shall be held. Special meetings of each
committee shall be held upon call by or at the direction of its chairman or, if
there be no chairman, by or at the direction of any two of its members, at the
time and place specified in the respective notices or waivers of notice thereof.
Notice of each special meeting of a committee shall be mailed to each member of
such committee, addressed to him at his residence or usual place of business, at
least two days before the day on which the meeting is to be held, or shall be
sent by telegram, radio or cable addressed to him at such place, or telephoned
or delivered to him personally, not later than the day before the day on which
the meeting is to be held. Notice of any meeting of a committee need not be
given to any member thereof who shall attend the meeting in person or who shall
waive notice thereof, before or after such meeting, in writing or by telegram,
radio or cable. Notice of any adjourned meeting need not be given. Each
committee shall keep a record of its proceedings.
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Section 3.3 Quorum and Manner of Acting. At each meeting of any committee
the presence of one-third but not less than two of its members then in office
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which the quorum is present shall be the act of such committee; in the absence
of a quorum, a majority of the members present at the time and place of any
meeting may adjourn the meeting from time to time until a quorum shall be
present. Subject to the foregoing and other provisions of these By-laws and
except as otherwise determined by the Board of Directors, each committee may
make rules for the conduct of its business. Any determination made in writing
and signed by all the members of such committee shall be as effective as if made
by such committee at a meeting.
Section 3.4 Resignations. Any member of a committee may resign at any time
by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the President, any vice president or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if no time be specified, upon receipt thereof by the Board of Directors or
one of the above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 3.5 Removal. Any member of any committee may be removed at any time
by the Board of Directors with or without cause.
Section 3.6 Vacancies. If any vacancy shall occur in any committee by
reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall continue
to act until such vacancy is filled by a resolution passed by a majority of the
whole Board of Directors.
Section 3.7 Compensation. Committee members shall receive such reasonable
compensation for their services as such, whether in the form of salary or a
fixed fee for attendance at meetings, with expenses, if any, as the Board of
Directors may from time to time determine. Nothing herein contained shall be
construed to preclude any committee member from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE IV
Officers
Section 4.1 Officers. The officers of the Corporation shall be a Chairman
of the Board of Directors, a President, one or more
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Vice Presidents (which may include Group Vice Presidents, Senior Vice Presidents
and other categories of Vice Presidents), a Secretary, a Treasurer, and such
other officers as may be appointed in accordance with the provisions of Section
4.3.
Section 4.2 Election, Term of Office and Qualifications. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 4.3) shall be elected by the Board of Directors. Each such officer
(whether elected at the first meeting of the Board of Directors after the annual
meeting of stockholders or to fill a vacancy or otherwise) shall hold his office
until the first meeting of the Board of Directors after the next annual meeting
of stockholders and until his successor shall have been elected, or until his
death, or until he shall have resigned in the manner provided in Section 4.4 or
shall have been removed in the manner provided in Section 4.5. The Chairman of
the Board of Directors must be a member of the Board of Directors.
Section 4.3 Subordinate Officers and Agents. The Board of Directors from
time to time may appoint other officers or agents (including one or more
assistant vice presidents, one or more assistant secretaries and one or more
assistant treasurers), to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.
Section 4.4 Resignations. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board of Directors, the President, any vice president or the Secretary. Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.5 Removal. Any officer specifically designated in Section 4.1 may
be removed at any time, either with or without cause, at any meeting of the
Board of Directors by the vote of a majority of all the directors then in
office. Any officer or agent appointed in accordance with the provisions of
Section 4.3 may be removed, either with or without cause, by the Board of
Directors at any meeting, by the vote of a majority of the directors present at
such meeting, or by any superior officer or agent upon whom such power of
removal shall have been conferred by the Board of Directors.
Section 4.6 Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner
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prescribed by these By-laws for regular election or appointment to such
office.
Section 4.7 The Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the chief executive officer of the Corporation.
Subject to the direction of the Board of Directors, he shall have general charge
of the business affairs and property of the Corporation. He shall see that all
orders and resolutions of the Board of Directors are carried into effect. If
present, he shall preside at all meetings of stockholders. He may sign, with any
other officer thereunto duly authorized, certificates of stock of the
Corporation the issuance of which shall have been duly authorized (the signature
to which may be a facsimile signature) , and may sign and execute in the name of
the Corporation, deeds, mortgages, bonds, contracts, agreements or other
instruments duly authorized by the Board of Directors except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by statute to some other officer or agent. From time to time he
shall report to the Board of Directors all matters within his knowledge which
the interests of the Corporation may require to be brought to their attention.
He shall perform such other duties as are given to him by these By-laws or as
from time to time may be assigned to him by the Board of Directors.
Section 4.8 The President. The President shall be the chief operating
officer of the Corporation. Subject to the direction of the Chairman of the
Board of Directors, he shall have general supervision over the officers and
agents of the Corporation. At the request of the Board of Directors or the
Chairman of the Board of Directors, the President shall perform all the duties
of the Chairman of the Board of Directors and, when so acting, shall have all
the powers of and be subject to all restrictions upon the Chairman of the Board
of Directors (except that the President need not be a member of the Board of
Directors) . He may sign, with any other officer thereunto duly authorized,
certificates of stock of the Corporation the issuance of which shall have been
duly authorized (the signature to which may be a facsimile signature), and may
sign and execute in the name of the Corporation, deeds, mortgages, bonds,
contracts, agreements or other instruments duly authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by statute to some other
officer or agent. He shall also perform such other duties as are given to him by
these By-laws or as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board of Directors.
Section 4.9 The Vice Presidents. In the absence or disability of the
President, any vice president designated by the President (or in the absence of
such designation, the Vice President designated by the Board of Directors or the
Chairman of the Board of Directors) shall perform all the duties of the
President and, when so acting, shall have all the powers of and be
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subject to all restrictions upon the President. Any vice president may also
sign, with any other officer thereunto duly authorized, certificates of stock of
the Corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature), and may sign and execute in
the name of the Corporation deeds, mortgages, bonds and other instruments duly
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
statute to some other officer or agent. Each vice president shall perform such
other duties as are given to him by these By-laws or as from time to time may be
assigned to him by the Board of Directors, the Chairman of the Board of
Directors, or the President.
Section 4.10 The Secretary. The Secretary shall
(a) Record all the proceedings of the meetings of the stockholders, the Board
of Directors and any committees in a book or books to be kept for that
purpose;
(b) Cause all notices to be duly given in accordance with the provisions of
these By-laws and as required by statute;
(c) Whenever any committee shall be appointed in pursuance of a resolution of
the Board of Directors, furnish the chairman of such committee with a copy
of such resolution;
(d) Be custodian of the records and of the seal of the Corporation, and cause
such seal to be affixed to all certificates representing stock of the
Corporation prior to the issuance thereof and to all instruments the
execution of which on behalf of the Corporation under its seal shall have
been duly authorized;
(e) See that the lists, books, reports, statements, certificates and other
documents and records required by statute are properly kept and filed;
(f) Have charge of the stock and transfer books of the Corporation, and exhibit
such stock book at all reasonable times to such persons as are entitled by
statute to have access thereto;
(g) Sign (unless the Treasurer or an assistant secretary or an assistant
treasurer shall sign) certificates representing stock of the Corporation
the issuance of which shall have been duly authorized (the signature to
which may be a facsimile signature); and
(h) In general, perform all duties incident to the office of Secretary and such
other duties as are given to him by these By-laws or as from time to time
may be assigned to him by the
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Board of Directors, the Chairman of the Board of Directors, or the
President.
Section 4.11 Assistant Secretaries. At the request of the Secretary or in
his absence or disability, the Assistant Secretary designated by him (or in the
absence of such designation, the Assistant Secretary designated by the Board of
Directors, the Chairman of the Board of Directors or the President) shall
perform all the duties of the Secretary and, when so acting, shall have all the
powers of and be subject to all restrictions upon the Secretary. The assistant
secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board of Directors, the
President or the Secretary.
Section 4.12 The Treasurer. The Treasurer shall
(a) Have charge of and supervision over and be responsible for the funds,
securities, receipts and disbursements of the Corporation;
(b) Cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies or with such bankers or other depositaries as shall be
selected in accordance with Section 5.3 of these By-laws or to be otherwise
dealt with in such manner as the Board of Directors may direct;
(c) Cause the funds of the Corporation to be disbursed by checks or drafts upon
the authorized depositaries of the Corporation, and cause to be taken and
preserved proper vouchers for all moneys disbursed;
(d) Render to the Board of Directors, the Chairman of the Board of Directors,
or the President, whenever requested, a statement of the financial
condition of the Corporation and of all his transactions as Treasurer;
(e) Cause to be kept at the Corporation's principal office correct books of
account of all its business and transactions and such duplicate books of
account as he shall determine and upon application cause such books or
duplicates thereof to be exhibited to any director;
(f) Be empowered, from time to time, to require from the officers or agents of
the Corporation reports or statements giving such information as he may
desire with respect to any and all financial transactions of the
Corporation;
(g) Sign (unless the Secretary or an assistant secretary or an assistant
treasurer shall sign) certificates representing stock of the Corporation
the issuance of which shall have
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been duly authorized (the signature to which may be a facsimile signature);
and
(h) In general, perform all duties incident to the office of Treasurer and such
other duties as are given to him by these By-laws or as from time to time
may be assigned to him by the Board of Directors, the Chairman of the Board
of Directors, or the President.
Section 4.13 Assistant Treasurers. At the request of the Treasurer or in
his absence or disability, the Assistant Treasurer designated by him (or in the
absence of such designation, the Assistant Treasurer designated by the Board of
Directors, the Chairman of the Board of Directors, or the President) shall
perform all the duties of the Treasurer and, when so acting, shall have all the
powers of and be subject to all restrictions upon the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board of Directors, the
President or the Treasurer.
Section 4.14 Salaries. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed in accordance with the
provisions of Section 4.3. No officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the Corporation.
Section 4.15 Surety Bonds. If the Board of Directors shall so require, any
officer or agent of the Corporation shall execute to the Corporation a bond in
such sum and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful discharge of his duties, including
responsibilities for negligence and for the accounting for all property, funds
or securities of the Corporation which may come into his hands.
ARTICLE V
Execution of Instruments and
Deposit of Corporate Funds
Section 5.1 Execution of Instruments Generally. The Chairman of the Board
of Directors, the President, any vice president, the Secretary or the Treasurer,
subject to the approval of the Board of Directors, may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any officer or officers, or
agent or agents, to enter into any contract or execute and deliver any
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instrument in the name and on behalf of the Corporation, and such authorization
may be general or confined to specific instances.
Section 5.2 Borrowing. No loans or advances shall be obtained or contracted
for, by or on behalf of the Corporation and no negotiable paper shall be issued
in its name, unless and except as authorized by the Board of Directors. Such
authorization may be general or confined to specific instances, Any officer or
agent of the Corporation thereunto so authorized may obtain loans and advances
for the Corporation, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other evidences of indebtedness of the
Corporation. Any officer or agent of the Corporation thereunto so authorized may
pledge, hypothecate or transfer as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, any and all
stocks, bonds, other securities and other personal property at any time held by
the Corporation, and to that end may endorse, assign and deliver the same and do
every act and thing necessary or proper in connection therewith.
Section 5.3 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized so to do by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors from time to time may determine.
Section 5.4 Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers or agent or
agents of the Corporation, and in such manner, as from time to time shall be
determined by the Board of Directors.
Section 5.5 Proxies. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board of Directors, the President or a vice president or by any
other person or persons thereunto authorized by the Board of Directors.
ARTICLE VI
Record Dates
Section 6.1. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of
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stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall be not more than sixty nor less than ten
days before the date of such meeting, nor more that sixty days prior to any
other action. Only those stockholders of record on the date so fixed shall be
entitled to any of the foregoing rights, notwithstanding the transfer of any
such stock on the books of the Corporation after any such record date fixed by
the Board of Directors.
ARTICLE VII
Corporate Seal
Section 7.1. The corporate seal shall be circular in form and shall bear
the name of the Corporation and words and figures denoting its organization
under the laws of the state of Delaware and the year thereof and otherwise shall
be in such form as shall be approved from time to time by the Board of
Directors.
ARTICLE VIII
Fiscal Year
Section 8.1. The fiscal year of the Corporation shall begin on the first
day of January in each year and shall end on the 31st day of December in the
same year.
ARTICLE IX
Amendments
Section 9.1. All By-laws of the Corporation may be amended, altered or
repealed, and new By-laws may be made, by the affirmative vote of the holders of
record of shares representing a majority of the votes of the outstanding shares
of stock of the Corporation entitled to vote cast at any annual or special
meeting, or by the affirmative vote of a majority of the Directors cast at any
regular or special meeting at which a quorum is present.
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