Exhibit 3.2.2
TRUMP CASINO FUNDING, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
BY-LAWS
ARTICLE I
OFFICES
The registered office of Trump Casino Funding, Inc. (the "Corporation")
in Delaware shall be at 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle, in the State of Delaware, and the Corporation
Service Company shall be the resident agent of this Corporation in charge
thereof. The Corporation may also have such other offices at such other places,
within or without the State of Delaware, as the Board of Directors of the
Corporation (the "Board of Directors") may from time to time designate or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING: The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held on
such date, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. If said day be a legal holiday, said meeting shall be held on the next
succeeding business day. At the annual meeting any business may be transacted
and any corporate action may be taken, whether stated in the notice of meeting
or not, except as otherwise expressly provided by statute or the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation").
Section 2. SPECIAL MEETINGS: Special meetings of the stockholders for
any purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders of
a majority of the outstanding shares of capital stock entitled to vote. Special
meetings shall be held at such place or places within or without the State of
Delaware as shall from time to time be designated by the Board of Directors and
stated in the notice of such meeting. At a special meeting, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.
Section 3. NOTICE OF MEETINGS: Written notice of the time and place
of any meeting of stockholders, whether annual or special, shall be given to
each stockholder entitled to vote thereat, by personal delivery or by mailing
the same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting. Notice of any adjourned meeting need not be given except by
announcement at the meeting so adjourned, unless otherwise ordered in connection
with such adjournment. Such further notice, if any, shall be given as may be
required by law.
Section 4. QUORUM: Any number of stockholders, together holding at
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws.
Section 5. ADJOURNMENT OF MEETINGS: If less than a quorum shall
attend at the time for which a meeting shall have been called, the meeting may
be adjourned from time to time by a majority vote of the stockholders present or
represented by proxy and entitled to vote without notice other than by
announcement at the meeting until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the stockholders present or
represented by proxy and entitled to vote. At any adjourned meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken which might have been transacted at the meeting as originally
called.
Section 6. VOTING LIST: The Secretary shall prepare and make, at
least ten (10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such
list shall be open at the place where the election is to be held for said ten
(10) days, to the examination of any stockholder, and shall be produced and kept
at the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present.
Section 7. VOTING: Each stockholder entitled to vote at any meeting
may vote either in person or by proxy, but no proxy shall be voted on or after
eleven (11) months from its date, unless said proxy provides for a longer
period. Each stockholder entitled to vote shall at every meeting of the
stockholders be entitled to one vote for each share of stock registered in his
name on the record of stockholders. At all meetings of stockholders, all
matters, except as otherwise provided by statute or the Certificate of
Incorporation, shall be determined by the affirmative vote of the majority of
shares present in person or by proxy and entitled to vote on the subject matter.
Voting at meetings of stockholders need not be by written ballot.
Section 8. RECORD DATE OF STOCKHOLDERS: The Board of Directors is
authorized to fix in advance of any meeting of stockholders a date not exceeding
sixty (60) days nor less than ten (10) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purposes, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and, in such case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date
fixed as aforesaid.
Section 9. CONDUCT OF MEETINGS: The Chairman of the Board of
Directors or, in his absence, the President, shall preside at all regular or
special meetings of stockholders. To the maximum extent permitted by law, such
presiding person shall have the power to set procedural rules governing all
aspects of the conduct of such meetings, including but not limited to, rules
respecting the time allotted to stockholders to speak. The Secretary of the
Corporation shall act as secretary of every meeting, but if the Secretary is not
present, the presiding officer of the meeting shall appoint any person present
to act as secretary of the meeting.
Section 10. ACTION WITHOUT MEETING: Any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents 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 and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
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.
ARTICLE III
DIRECTORS
Section 1. NUMBER AND QUALIFICATIONS: The Board of Directors shall
consist initially of one (1) director, and thereafter shall consist of such
number, up to five (5) persons, as may be fixed from time to time by resolution
of the Board of Directors. The directors need not be stockholders.
Section 2. ELECTION OF DIRECTORS: The directors shall be elected by
the stockholders at the annual meeting of stockholders.
Section 3. DURATION OF OFFICE: The directors chosen at any annual
meeting shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify.
Section 4. REMOVAL AND RESIGNATION OF DIRECTORS: Any director may be
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect
at the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective, unless so specified therein.
Section 5. FILLING OF VACANCIES: Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less
than a quorum, 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 that purpose fill such vacancy. In case of
any increase in the number of directors, the additional directors may be elected
by the directors in office before such increase.
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualified.
Section 6. REGULAR MEETINGS: The Board of Directors shall hold an
annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the stockholders, provided a
quorum of directors is present. Other regular meetings may be held at such times
as may be determined from time to time by resolution of the Board of Directors.
Section 7. SPECIAL MEETINGS: Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
President.
Section 8. NOTICE AND PLACE OF MEETINGS: Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting, shall be mailed to each director
addressed to him at his residence or usual place of business at least five (5)
days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than four (4) days before the day on which the meeting is to be held.
Section 9. BUSINESS TRANSACTED AT MEETINGS: Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
Section 10. QUORUM: A majority of the Board of Directors at any time
in office shall constitute a quorum. At any meeting at which a quorum is
present, the vote of a majority of the members present shall be the act of the
Board of Directors unless the act of a greater number is specifically required
by law or by the Certificate of Incorporation or these By-Laws. The members of
the Board of Directors shall act only as the Board of Directors and the
individual members thereof shall not have any powers as such.
Section 11. COMPENSATION: The directors shall not receive any stated
salary for their services as directors. Nothing herein contained shall preclude
any director from serving the Corporation in any other capacity, as an officer,
agent or otherwise, and receiving compensation therefor.
Section 12. ACTION WITHOUT A MEETING: Any action required or permitted
to 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 of Directors
or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or committee.
Section 13. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT: Members
of the Board of Directors, or any committee designated by the Board of
Directors, shall, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, have the power to participate in a meeting of
the Board of Directors, or any committee, by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEE: The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate two
or more of their number to constitute an Executive Committee to hold office at
the pleasure of the Board of Directors, which Committee shall, during the
intervals between meetings of the Board of Directors, have and exercise all of
the powers of the Board of Directors in the management of the business and
affairs of the Corporation, subject only to such restrictions or limitations as
the Board of Directors may from time to time specify, or as limited by the
General Corporation Law of the State of Delaware, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.
Any member of the Executive Committee may be removed at any time, with
or without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a director shall IPSO FACTO cease to be a
member of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the entire Board of Directors.
Section 2. OTHER COMMITTEES: Other committees, whose members need not
be directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or
without cause, by the Board of Directors or the Executive Committee. Any vacancy
in a committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
Section 3. RESIGNATION: Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
Section 4. QUORUM: A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a
quorum is present shall be the act of such committee. The members of a committee
shall act only as a committee, and the individual members thereof shall not have
any powers as such.
Section 5. RECORD OF PROCEEDINGS: Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.
Section 6. ORGANIZATION, MEETINGS, NOTICES: A committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the committee may at any time agree upon. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such committee may be given by the Secretary of the
Corporation or by the chairman of the committee and shall be sufficiently given
if mailed to each member at his residence or usual place of business at least
five (5) days before the day on which the meeting is to be held, or if sent to
him at such place by telegraph or cable, or delivered personally or by telephone
not later than four (4) days before the day on which the meeting is to be held.
Section 7. COMPENSATION: The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the Board
of Directors.
ARTICLE V
OFFICERS
Section 1. NUMBER: The officers of the Corporation shall be a
President, a Secretary, a Treasurer, and such other officers as may be appointed
in accordance with the provisions of Section 3 of this Article V. The Board of
Directors in its discretion may also elect a Chairman of the Board of Directors.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS: The officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. Except as otherwise provided by law, any number of offices may be held
by the same person.
Section 3. OTHER OFFICERS: Other officers, including a chief
executive officer and one or more vice-presidents, assistant secretaries or
assistant treasurers, may from time to time be appointed by the Board of
Directors, which other officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the officer or committee
appointing them.
Section 4. REMOVAL OF OFFICERS: Subject to the provisions of the
Certificate of Incorporation, any officer of the Corporation may be removed from
office, with or without cause, by a vote of a majority of the entire Board of
Directors.
Section 5. RESIGNATION: Any officer of the Corporation may resign at
any time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
Section 6. FILLING OF VACANCIES: Subject to the provisions of the
Certificate of Incorporation, a vacancy in any office shall be filled by the
Board of Directors or by the authority appointing the predecessor in such
office.
Section 7. COMPENSATION: The compensation of officers shall be fixed
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors.
Section 8. CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman of the
Board of Directors shall be a director and shall preside at all meetings of the
Board of Directors at which he shall be present, and shall have such power and
perform such duties as may from time to time be assigned to him by the Board of
Directors.
Section 9. PRESIDENT: The President shall, when present, preside at
all meetings of the stockholders, and, in the absence of the Chairman of the
Board of Directors, at meetings of the Board of Directors. The President shall
have power to call special meetings of the stockholders or of the Board of
Directors or of the Executive Committee at any time. The President shall be the
chief executive officer of the Corporation, and shall control the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and shall have and exercise all such powers and discharge such
duties as usually pertain to the office of President.
Section 10. CHIEF OPERATING OFFICER: The Chief Operating Officer shall
perform such duties as are incident to the office of Chief Operating Officer, or
as may from time to time be assigned to him by the Board of Directors, or as are
prescribed by these By-Laws.
Section 11. CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall
perform such duties as are incident to the office of Chief Financial Officer, or
as may from time to time be assigned to him by the Board of Directors, or as are
prescribed by these By-Laws.
Section 12. SECRETARY: The Secretary shall perform such duties as are
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-Laws.
Section 13. TREASURER: The Treasurer shall perform such duties and
have powers as are incident to the office of Treasurer or which may be assigned
to him by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
Section 1. ISSUE OF CERTIFICATES OF STOCK: Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors. They
shall be numbered in the order of their issue and shall be signed by the
Chairman of the Board of Directors, the President, and the Secretary or the
Treasurer, and the seal of the Corporation or a facsimile thereof shall be
impressed or affixed or reproduced thereon; PROVIDED, HOWEVER, that where such
certificates are signed by a transfer agent or an assistant transfer agent or by
a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such Chairman of the Board of Directors, President, Secretary
or Treasurer may be facsimile. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.
Section 2. REGISTRATION AND TRANSFER OF SHARES: The name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
Section 3. LOST, DESTROYED AND MUTILATED CERTIFICATES: The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, and the
Board of Directors may, in its discretion, require the owner of the lost, stolen
or destroyed certificate, or his legal representatives, to give the Corporation
a bond, in such sum not exceeding two times the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. GENERAL DISCRETION OF DIRECTORS: The Board of Directors
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper purposes
of the Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the.
stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII
CASINO CONTROL ACT
Notwithstanding anything contained herein to the contrary, if the
Corporation holds a casino license or is deemed a holding company, intermediary
company or otherwise a qualifier, under the New Jersey Casino Control Act,
N.J.S.A. Sections 5:12-1 et seq. and the regulations promulgated thereunder as
from time to time amended (the "Casino Control Act"), then the Corporation shall
take all action necessary to comply with the Casino Control Act, including, but
not limited to the following:
Section 1. NOTICES. To the extent notice to and/or approval of any
actions of the Corporation is required by the New Jersey Casino Control
Commission (the "Casino Control Commission") under the Casino Control Act, then
it shall be the duty of the Secretary of the Corporation to so comply. No action
of the Corporation for which notice to and/or approval of the Casino Control
Commission is required shall be valid without the aforesaid notice and/or
approval.
Section 2. STOCKHOLDER QUALIFICATION. (a) If any record holder or
beneficial owner of securities of the Corporation is found to be "disqualified"
by the Casino Control Commission pursuant to the provisions of the Casino
Control Act, such holder or owner thereof shall dispose of such interest in the
Corporation.
(b) In order to avoid disciplinary action for the payment of any
dividend, interest or remuneration, or for recognition of any voting right, the
Corporation shall use its best efforts to terminate all relationships with any
persons determined to be "disqualified." If the Corporation is unable, after the
exercise of its best efforts, to terminate such relationship by acquisition of
the securities or otherwise, it shall suspend payment of dividends or interest
upon any such securities and shall not permit the exercise of any right, voting
or otherwise, conferred by such securities, or pay or otherwise grant or deliver
any remuneration in any form whatsoever for services rendered or for any other
purpose.
ARTICLE IX
RIVERBOAT GAMBLING ACT
Notwithstanding anything contained herein to the contrary, if the
Corporation holds a casino license or is deemed a holding company, intermediary
company or otherwise a qualifier, under the Indiana Riverboat Gambling Act,
Indiana Code Sections 4-33 et seq. and the regulations promulgated thereunder as
from time to time amended (the "Riverboat Gambling Act"), then the Corporation
shall take all action necessary to comply with the Riverboat Gambling Act,
including, but not limited to the following:
Section 1. NOTICES. To the extent notice to and/or approval of any
actions of the Corporation is required by the Indiana Gaming Commission (the
"Gaming Commission") under the Riverboat Gambling Act, then it shall be the duty
of the Secretary of the Corporation to so comply. No action of the Corporation
for which notice to and/or approval of the Gaming Commission is required shall
be valid without the aforesaid notice and/or approval.
Section 2. STOCKHOLDER QUALIFICATION. (a) If any record holder or
beneficial owner of securities of the Corporation is found to be "disqualified"
by the Gaming
Commission pursuant to the provisions of the Riverboat Gambling Act, such holder
or owner thereof shall dispose of such interest in the Corporation.
(b) In order to avoid disciplinary action for the payment of any
dividend, interest or remuneration, or for recognition of any voting right, the
Corporation shall use its best efforts to terminate all relationships with any
persons determined to be "disqualified." If the Corporation is unable, after the
exercise of its best efforts, to terminate such relationship by acquisition of
the securities or otherwise, it shall suspend payment of dividends or interest
upon any such securities and shall not permit the exercise of any right, voting
or otherwise, conferred by such securities, or pay or otherwise grant or deliver
any remuneration in any form whatsoever for services rendered or for any other
purpose.
ARTICLE X
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee or agent
of the Corporation, or other person, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR: The fiscal year of the Corporation shall
commence on the first day of January and end on the last day of December.
Section 2. CORPORATE SEAL: The corporate seal shall be in such form
as approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
Section 3. NOTICES: Except as otherwise expressly provided, any
notice required by these By-Laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled thereto at his address, as the same appears
upon the books of the Corporation, or by telegraphing or cabling the same to
such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled.
Section 4. WAIVER OF NOTICE: Any stockholder or director may at any
time, by writing or by telegraph or by cable, waive any notice required to be
given under these By-Laws, and if any stockholder or director shall be present
at any meeting his presence shall constitute a waiver of such notice.
Section 5. CHECKS, DRAFTS, ETC.: All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.
Section 6. DEPOSITS: All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories
as the Board of Directors may select, and, for the purpose of such deposit,
checks, drafts, warrants and other orders for the payment of money which are
payable to the order of the Corporation, may be endorsed for deposit, assigned
and delivered by any officer of the Corporation, or by such agents of the
Corporation as the Board of Directors or the President may authorize for that
purpose.
Section 7. VOTING STOCK OF OTHER CORPORATIONS: Except as otherwise
ordered by the Board of Directors or the Executive Committee, the President or
the Treasurer shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder or at any meeting of the
partners of a partnership of which the Corporation is a partner and to execute a
proxy to any other person to represent the Corporation at any such meeting, and
at any such meeting the President or the Treasurer or the holder of any such
proxy, as the case may be, shall possess and may exercise any and all rights and
powers incident to ownership of such stock or partnership interest and which, as
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors or the Executive Committee may from time to time confer
like powers upon any other person or persons.
ARTICLE XII
AMENDMENTS
The Board of Directors shall have the power to make, rescind, alter,
amend and repeal these By-Laws, PROVIDED, however, that the stockholders shall
have power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time or
place for the annual meeting of the stockholders for the election of directors
shall be made except in accordance with the laws of the State of Delaware.
Dated: May 3, 2002
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End of By-Laws