Exhibit 3.3
Amended and
Restated as of 4/30/96
----------------------
Amended by consent of sole
stockholder on 10/4/2001,
effective as of 4/1/1998
BY-LAWS
-OF -
IMC INORGANIC CHEMICALS INC.
N/K/A Compass Minerals Group, Inc.
(herein called the "Corporation")
-00000-
ARTICLE I.
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Stockholders
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Section 1.01 Annual Meeting. The Board of Directors by resolution shall
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designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.
Section 1.02 Special Meetings. Special meetings of the stockholders, for
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any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in writing signed
by the holders of at least 35% of the Common Stock of the Corporation then
outstanding. Special meetings of stockholders shall be held at such place,
within or without the State of Delaware, as shall be fixed by the person or
persons calling the meeting and stated in the notice or waiver of notice of the
meeting.
Section 1.03 Notice of Meetings of Stockholders. Whenever stockholders are
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required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation) which shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given,
personally or by mail, not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such 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.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. 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 the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 1.04 Quorum. At all meetings of the stockholders, the holders of
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one-third of the Common Stock entitled to vote thereat, present in person or by
proxy, shall constitute a quorum for the transaction of any business.
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When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of voting
stock shall be represented, the Corporation may transact any business which
might have been transacted at the original meeting had a quorum been there
present.
Section 1.05 Method of Voting. The vote upon any question before the
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meeting shall be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.
Section 1.06 Voting Rights of Stockholders and Proxies. Each stockholder of
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record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Corporation, but
no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.
Section 1.07 Ownership of its Own Stock. Shares of its own capital stock
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belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes. Nothing in this section shall be
construed as limiting the right of any corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.
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Section 1.08 Voting by Fiduciaries and P1edgors. Persons holding stock in a
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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 has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.
If shares or other securities having voting power stand of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect:
(1) If only one votes, his act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of
Chancery or such other court as may have jurisdiction to appoint an additional
person to act with the persons so voting the shares, which shall then be voted
as determined by a majority of such persons and the person appointed by the
Court. If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of this subsection shall be
a majority or even-split in interest.
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Section 1.09 Fixing Date for Determination of Stockholders of Record. In
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order to determine the stockholders (i) entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or (ii) entitled to express
consent to corporate action in writing without a meeting, or (iii) entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.
Section 1.10 List of Stockholders. The officer who has charge of the stock
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ledger of the Corporation shall prepare and make, at least ten days before every
meeting of the 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, during ordinary business hours, 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 said meeting is to be
held), and the list shall 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 may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.
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Section 1.11 Stockholder's Right of Inspection. Stockholders of record, in
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person or by attorney or other agent, shall have the right, upon written demand
under oath stating the purpose thereof, during the usual hours for business to
inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in this State or at its principal place of business.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.10 or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
stockholders.
ARTICLE II.
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Directors
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Section 2.01 Management of Business. The business of the Corporation shall
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be managed by its Board of Directors.
The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of the
Corporation or otherwise, is hereby empowered to exercise all such powers as may
be exercised by the Corporation, except as expressly provided otherwise by the
statutes of the State of Delaware, by the Certificate of Incorporation of the
Corporation or by these By-Laws.
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Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be
shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.
Section 2.02 Qualifications and Number of Directors. Directors need not be
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stockholders.
** Amended by consent of sole stockholder (see insert attached)
Amendment to By-laws by consent of sole stockholder on October 4, 2001,
effective as of April 1,1998:
NOW, THEREFORE, BE IT RESOLVED, that effective as of April 1, 1998, the second
sentence of Section 2.02 of the Company By-laws is hereby amended to read as
follows:
"The number of directors for the Corporation shall be not less
than one nor more than eleven, the precise number to be fixed
by resolution of the Board of Directors from time to time."
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Section 2.03 Election and Term. The directors shall be elected at the
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annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.
Section 2.04 Resignations. Any director of the Corporation may resign at
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any time by giving written notice to the Corporation. Such resignation shall
take effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.
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Section 2.05 Vacancies and Newly Created Directorships. Vacancies and newly
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created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, in each case as such
director or directors may be directed by the stockholders of the Corporation,
and the directors so chosen shall hold office until their successors shall be
elected and qualified, or until their earlier resignation or removal, 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 such purpose, by written consent or otherwise, fill such
vacancy. When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, in each
case as such directors may be directed by the stockholders of the Corporation,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as herein
provided in the filling of other vacancies.
Section 2.06 Quorum of Directors. At all meetings of the Board of
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Directors, at least five directors shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
provided in Section 2.05 hereof.
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place. Notice of
any adjournment need not be given if such time and place are announced at the
meeting.
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Section 2.07 Annual Meeting. The newly elected Board of Directors shall
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meet immediately following the adjournment of the annual meeting of stockholders
in each year at the same place, within or without the State of Delaware, and no
notice of such meeting shall be necessary.
Section 2.08 Regular Meetings. Regular meetings of the Board of Directors
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may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Board and no notice thereof shall be
necessary.
Section 2.09 Special Meetings. Special meetings may be called at any time
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by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.
Section 2.10 Action Without a Meeting. Any action required or permitted to
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be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto
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in a writing or writings and the writing or writings are filed with the minutes
of proceedings of the Board or committee.
Section 2.11 Compensation. Directors shall receive such fixed sums and
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expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 2.12 Executive Committee. The Board of Directors may not, by
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resolution or otherwise, permit the formation of an Executive Committee.
ARTICLE III.
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Officers
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Section 3.01 Number. The officers of the Corporation shall be chosen by the
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Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.
Section 3.02 Terms of Office. Each officer shall hold his office until his
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successor is chosen and qualified or until his earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.
Section 3.03 Removal. Any officer may be removed from office at any time by
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the Board of Directors with or without cause.
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Section 3.04 Authority. The Secretary shall record all of the proceedings
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of the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to him
from time to time by the Board of Directors, the Chairman, the Vice-Chairman or
the President. The other officers, and agents, if any, shall have the authority,
perform the duties and exercise the powers in the management of the Corporation
usually incident to the offices held by them, respectively, and/or such other
authority, duties and powers as may be assigned to them from time to time by the
Board of Directors or (except in the case of the Chairman, the Vice-Chairman or
the President, as appropriate) by the Chairman, the Vice-Chairman or the
President.
Section 3.05 Voting Securities Owned by the Corporation. Powers of
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attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman, the
President or any Vice-President and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
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ARTICLE IV.
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Capital Stock
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Section 4.01 Stock Certificates. Every holder of stock in the Corporation
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shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures of
the officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.
Section 4.02 Transfers. Stock of the Corporation shall be transferable in
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the manner prescribed by the laws of the State of Delaware.
Section 4.03 Registered Holders. Prior to due presentment for registration
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of transfer of any security of the Corporation in registered form, the
Corporation shall treat the registered owner as the person exclusively entitled
to vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Corporation shall
have notice thereof, except as otherwise provided by the laws of the State of
Delaware.
Section 4.04 New Certificates. The Corporation shall issue a new
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certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or
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destroyed, if the owner: (1) so requests before the Corporation has notice that
the shares of stock represented by that certificate have been acquired by a bona
fide purchaser; (2) files with the Corporation a bond sufficient (in the
judgment of the directors) or with respect to institutional investors an
agreement, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or theft of that certificate or the
issuance of a new certificate; and (3) Esatisfies any other requirements imposed
by the directors that are reasonable under the circumstances. A new certificate
may be issued without requiring any bond when, in the judgment of the directors,
it is proper so to do.
ARTICLE V.
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INDEMNIFICATION
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The Corporation shall indemnify its officers, directors, employees and
agents to the fullest extent permitted by the General Corporation Law of
Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.
ARTICLE VI.
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Miscellaneous
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Section 6.01 Offices. The registered office of the Corporation in the State
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of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.
Section 6.02 Seal. The corporate seal shall have inscribed thereon the name
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of the Corporation, the year of its incorporation and the words "Corporate Seal
Delaware."
Section 6.03 Checks. All checks or demands for money shall be signed by
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such person or persons as the Board of Directors may from time to time
determine.
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Section 6.04 Fiscal Year. The fiscal year shall begin the first day after
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the last Saturday in March and shall end on the last Saturday in March.
Section 6.05 Waivers of Notice; Dispensing with Notice. Whenever any notice
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whatever is required to be given under the provisions of the General Corporation
Law of the State of Delaware, of the Certificate of Incorporation of the
Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder 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.
Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Corporation, or of these By-Laws, to any person with whom
communication is made unlawful by any law of the United States of America, or by
any rule, regulation, proclamation or executive order issued under any such law,
then the giving of such notice to such person shall not be required and there
shall be no duty to apply to any governmental authority or agency for a license
or permit to give such notice to such person; and any action or meeting which
shall be taken or held without notice to any such person or without giving or
without applying for a license or permit to give any such notice to any such
person with whom communication is made unlawful as aforesaid, shall have the
same force and effect as if such notice had been given as
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provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the event that the action taken by the
Corporation is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is the fact
and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.
Section 6.06 Loans to and Guarantees of Obligations of Employees and
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Officers. The Corporation may lend money to or guaranty any obligation of, or
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otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any other statute.
Section 6.07 Amendment of By-Laws. These By-Laws may be altered, amended or
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repealed at any meeting of the Board of Directors.
Section 6.08 Section Headings. The headings of the Articles and Sections of
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these By-Laws have been inserted for convenience of reference only and shall not
be deemed to be a part of these By-Laws.
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