Exhibit 3.2(o)(i)
BY-LAWS OF
DOLLAR INSURANCE ADMINISTRATION CORP.
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ARTICLE I - OFFICES
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Section 1-1. Registered Office and Registered Agent. The
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Corporation shall maintain a registered office and registered agent
within the State of Delaware, which may be changed by the Board of
Directors from time to time determine.
Section 1-2. Other Offices. The Corporation may also have
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offices at such other places, within or without the State of Delaware,
as the Board of Directors may from time to time
ARTICLE II - STOCKHOLDERS' MEETINGS
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Section 2-1. Place of Stockholders' Meetings. Meetings of
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stockholders may be held at such place, either within or without the
State of Delaware, as may be designated by the Board of Directors from
time to time. If no such place is designated by the Board of
Directors, meetings of the stockholders shall be held at the
registered office of the Corporation in the State of Delaware.
Section 2-2. Annual Meeting. A meeting of the
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stockholders of the Corporation shall be held in each calendar year,
commencing with the year 1996, on the 18th day of August at 10:00
o'clock a.m. if not a legal holiday, and if such day is a
legal holiday, then such meeting shall be held on the next business
day.
At such annual meeting, there shall be held an election for
a Board of Directors to serve for the ensuing year and until their
respective successors are elected and qualified, or until their
earlier resignation or removal.
Unless the Board of Directors shall deem it advisable,
financial reports of the Corporation's business need not be sent to
the stockholders and need not be presented at the annual meeting. If
any report is deemed advisable by the Board of Directors, such report
may contain such information as the Board of Directors shall determine
and need not be certified by a Certified Public Accountant unless the
Board of Directors shall so direct.
Section 2-3. Special Meetings. Except as otherwise
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specifically provided by law, special meetings of the stockholders may
be called at any time:
(a) By the Board of Directors; or
(b) By the President of the Corporation; or
(c) By the holders of record of not less than a majority of
all the shares outstanding and entitled to vote.
Upon the written request of any person entitled to call a
special meeting, which request shall set forth the purpose for which
the meeting is desired, it shall be the duty of the
Secretary to give prompt written notice of such meeting to be held at
such time as the Secretary may fix, subject to the provisions of
Section 2-4 hereof. If the Secretary shall fail to fix such date and
give notice within ten (10) days after receipt of such request, the
person or persons making such request may do so.
Section 2-4. Notice of Meetings and Adjourned Meetings.
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Written notice stating the place, date and hour of any meeting shall
be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice is given when deposited in the United
States Mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation. Such notice
may be given by or at the direction of the person or persons
authorized to call the meeting.
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. If the adjournment is for more than thirty (30) 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 2-5. Quorum. Unless otherwise provided in the
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Certificate of Incorporation or in a By-law adopted by the
stockholders or by the Board of Directors (or the Incorporators if no
first Directors were named in the Certificate of Incorporation) at its
organization meeting following the filing of the Articles of
Incorporation, the presence, in person or by proxy, of the holders of
a majority of the outstanding shares entitled to vote shall constitute
a quorum but in no event shall a quorum consist of less than one-third
(1/3) of the shares entitled to vote at a meeting. The stockholders
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If a meeting cannot be organized because of
the absence of a quorum, those present may, except as otherwise
provided by law, adjourn the meeting to such time and place as they
may determine. In the case of any meeting for the election of
Directors, those stockholders who attend the second of such adjourned
meetings, although less than a quorum as fixed in this Section, shall
nevertheless constitute a quorum for the purpose of electing
Directors.
Section 2-6. Voting List; Proxies. The officer who has
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charge of the stock ledger of the Corporation shall prepare and make,
at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to
vote at 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 (10) days prior
to the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the
meeting, or, if not so specified at the place where the meeting is to
be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
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 to any office at such meeting.
Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to
act for him by proxy. All proxies shall be executed in writing and
shall be filed with the Secretary of the Corporation not later than
the day on which exercised. No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a
longer period.
Except as otherwise specifically provided by law, all
matters coming before the meeting shall be determined by a vote by
shares. All elections of Directors shall be by written ballot unless
otherwise provided in the Certificate of Incorporation. Except as
otherwise specifically provided by law, all other votes may be taken
by voice unless a stockholder demands that it be taken by ballot, in
which latter event the vote shall be taken by written ballot.
Section 2-7. Informal Action by Stockholders. Unless
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otherwise provided by the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders,
or any action which may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders or members, who have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
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Section 3-1. Number. The business and affairs of the
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Corporation shall be managed by a Board of two (2) Directors.
Section 3-2. Place of Meeting. Meetings of the Board of
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Directors may be held at such place either within or without the State
of Delaware, as a majority of the Directors may from time to time
designate or as may be designated in the notice calling the meeting.
Section 3-3. Regular Meetings. A regular meeting of the
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Board of Directors shall be held annually, immediately following the
annual meeting of stockholders, at the place where such meeting of the
stockholders is held or at such other place, date and hour as a
majority of the newly elected Directors may designate. At such
meeting the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of
Directors shall have the power to fix, by resolution, the place, date
and hour of other regular meetings of the Board.
Section 3-4. Special Meetings. Special meetings of the
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Board of Directors shall be held whenever ordered by the President, by
a majority of the members of the executive committee, if any, or by a
majority of the Directors in office.
Section 3-5. Notices of Meetings of Board of Directors.
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(a) Regular Meetings. No notice shall be required to
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be given of any regular meeting, unless the same be held at other than
the time or place for holding such meetings as fixed in accordance
with Section 3-3 of these by-laws, in which event one (1) day's notice
shall be given of the time and place of such meeting.
(b) Special Meetings. At least one (1) day's notice
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shall be given of the time, place and purpose for which any special
meeting of the Board of Directors is to be held.
Section 3-6. Quorum. A majority of the total number of
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Directors shall constitute a quorum for the transaction of business,
and the vote of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
If there be less than a quorum present, a majority of those present
may adjourn the meeting from time to time and place to place and shall
cause notice of each such adjourned meeting to be given to all absent
Directors.
Section 3-7. Informal Action by the Board of Directors.
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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 or committee, as the case may
be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of
the Board or committee.
Section 3-8. Powers.
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(a) General Powers. The Board of Directors shall have
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all powers necessary or appropriate to the management of the business
and affairs of the Corporation, and, in addition to the power and
authority conferred by these by-laws, may exercise all powers of the
Corporation and do all such lawful acts and things as are not by
statute, these by-laws or the CertIficate of Incorporation directed or
required to be exercised or done by the stockholders.
(b) Specific Powers. Without limiting the general
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powers conferred by the last preceding clause and the powers conferred
by the Certificate of Incorporation and by-laws of the Corporation, it
is hereby expressly declared that the Board of Directors shall have
the following powers:
(i) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant officers,
agents or servants.
(ii) To appoint any person, firm or corporation to
accept and hold in trust for the Corporation any property belonging to
the Corporation or in which it is interested, and to authorize any
such person, firm or corporation
to execute any documents and perform any duties that may be requisite
in relation to any such trust.
(iii) To appoint a person or persons to vote
shares of another corporation held and owned by the Corporation.
(iv) By resolution adopted by a majority of the
full Board of Directors, to designate one (1) or more of its number to
constitute an executive committee which, to the extent provided in
such resolution, shall have and may exercise the power of the Board of
Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be
affixed.
(v) By resolution passed by a majority of the
whole Board of Directors, to designate one (1) or more additional
committees, each to consist of one (1) or more Directors, to have such
duties, powers and authority as the Board of Directors shall
determine. All committees of the Board of Directors, including the
executive committee, shall have the authority to adopt their own rules
of procedure. Absent the adoption of specific procedures, the
procedures applicable to the Board of Directors shall also apply to
committees thereof.
(vi) To fix the place, time and purpose of
meetings of stockholders.
(vii) To purchase or otherwise acquire for the
Corporation any property, rights or privileges which the
Corporation is authorized to acquire, at such prices, on such terms
and conditions and for such consideration as it shall from time to
time see fit, and, at its discretion, to pay any property or rights
acquired by the Corporation, either wholly or partly in money or in
stocks, bonds, debentures or other securities of the Corporation.
(viii) To create, make and issue mortgages,
bonds, deeds of trust, trust agreements and negotiable or transferable
instruments and securities, secured by mortgage or otherwise, and to
do every other act and thing necessary to effectuate the same.
(ix) To appoint and remove or suspend such
subordinate officers, agents or servants, permanently or temporarily,
as it may from time to time think fit, and to determine their duties,
and fix, and from time to time change, their salaries or emoluments,
and to require security in such instances and in such amounts as it
thinks fit.
(x) To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts and documents.
Section 3-9. Compensation of Directors. Compensation of
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Directors and reimbursement of their expenses incurred in connection
with the business of the Corporation, if any, shall be
as determined from time to time by resolutIon of the Board of
Directors.
Section 3-10. Removal of Directors by Stockholders. The
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entire Board of Directors or any individual Director may be removed
from office without assigning any cause by a majority vote of the
holders of the outstanding shares entitled to vote. In case the Board
of Directors or any one (1) or more Directors be so removed, new
Directors may be elected at the same time.
Section 3-11. Resignations. Any Director may resign at any
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time by submitting his written resignation to the Corporation. Such
resignation shall take effect at the time of its receipt by the
Corporation unless another time be fixed in the resignation, in which
case it shall become effective at the time so fixed. The acceptance
of a resignation shall not be required to make it effective.
Section 3-12. Vacancies. Vacancies and new created
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directorships resulting from any increase in the authorized number of
Directors elected by all of the stockholders having the right to vote
as a single class may be filled by a majority of the Directors then in
office, although less than a quorum, or by a sole remaining Director,
and each person so elected shall be a Director until his successor is
elected and qualified or until his earlier resignation or removal.
Section 3-13. Participation by Conference Telephone.
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Directors may participate in regular or special meetings of the Board
by telephone or similar communications equipment by means of which all
other persons participating in the meeting can hear each other, and
such participation shall constitute presence at the meeting.
ARTICLE IV - OFFICERS
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Section 4-1. Election and Office. The Corporation shall
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have a President, a Secretary and a Treasurer who shall be elected by
the Board of Directors. The Board of Directors may elect such
additional officers as it may deem proper, including a Chairman and a
Vice Chairman of the Board of Directors, one (1) or more Vice
Presidents, and one (1) or more assistant or honorary officers. Any
number of offices may be held by the same person.
Section 4-2. Term. The President, the Secretary and the
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Treasurer shall each serve for a term of one (1) year and until their
respective successors are chosen and qualified, unless removed from
office by the Board of Directors during their respective tenures. The
term of office of any other officer shall be as specified by the Board
of Directors.
Section 4-3. Powers and Duties of the President. Unless
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otherwise determined by the Board of Directors, the President shall
have the usual duties of an executive officer
with general supervision over and direction of the affairs of the
Corporation. In the exercise of these duties and subject to the
limitations of the laws of the State of Delaware, these by-laws, and
the actions of the Board of Directors, he may appoint, suspend and
discharge employees and agents, shall preside at all meetings of the
stockholders at which he shall be present, and, unless there is a
Chairman of the Board of Directors, shall preside at all meetings of
the Board of Directors and, unless otherwise specified by the Board of
Directors, shall be a member of all committees. He shall also do and
perform such other duties as from time to time may be assigned to him
by the Board of Directors.
Unless otherwise determined by the Board of Directors, the
President 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 in which the Corporation may hold
stock, and, at any such meeting, shall possess and may exercise any
and all of the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have
possessed and exercised.
Section 4-4. Powers and Duties of the Secretary. Unless
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otherwise determined by the Board of Directors, the Secretary shall
record all proceedings of the meetings of the Corporation, the Board
of Directors and all committees, in books
to be kept for that purpose, and shall attend to the giving and
serving of all notices for the Corporation. He shall have charge of
the corporate seal, the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors
may direct. He shall perform all other duties ordinarily incident to
the office of Secretary and shall have such other powers and perform
such other duties as may be assigned to him by the Board of Directors.
Section 4-5. Powers and Duties of the Treasurer. Unless
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otherwise determined by the Board of Directors, the Treasurer shall
have charge of all the funds and securities of the Corporation which
may come into his hands. When necessary or proper, unless otherwise
ordered by the Board of Directors, he shall endorse for collection on
behalf of the Corporation checks, notes and other obligations, and
shall deposit the same to the credit of the Corporation in such banks
or depositories as the Board of Directors may designate and shall sign
all receipts and vouchers for payments made to the Corporation. He
shall sign all checks made by the Corporation, except when the Board
of Directors shall otherwise direct. He shall enter regularly, in
books of the Corporation to be kept by him for that purpose, a full
and accurate account of all moneys received and paid by him on account
of the Corporation. Whenever required by the Board of Directors, he
shall render a statement of the financial
condition of the Corporation. He shall at all reasonable times
exhibit his books and accounts to any Director of the Corporation,
upon application at the office of the Corporation during business
hours. He shall have such other powers and shall perform such other
duties as may be assigned to him from time to time by the Board of
Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of
Directors and any such bond shall remain in the custody of the
President.
Section 4-6. Powers and Duties of the Chairman of the
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Board of Directors. Unless otherwise determined by the Board of
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Directors, the Chairman of the Board, if any, shall preside at all
meetings of Directors. The Chairman of the Board shall have such
other powers and perform such further duties as may be assigned to
such officer by the Board of Directors, including, without limitation,
acting as Chief Executive Officer of the Corporation. To be eligible
to serve, the Chairman of the Board must be a Director of the
Corporation.
Section 4-7. Powers and Duties of Vice Presidents and
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Assistant Officers. Unless otherwise determined by the Board of
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Directors, each Vice President and each assistant officer shall have
the powers and perform the duties of his respective superior officer.
Vice Presidents and assistant officers shall have such rank as shall
be designated by the Board of Directors and each,
in the order of rank, shall act for such superior officer in his
absence, or upon his disability or when so directed by such superior
officer or by the Board of Directors. Vice Presidents may be
designated as having responsibility for a specific aspect of the
Corporation's affairs, in which event each such Vice President shall
be superior to the other Vice Presidents in relation to matters within
his aspect. The President shall be the superior officer of the Vice
Presidents. The Treasurer and the Secretary shall be the superior
officers of the Assistant Treasurers and Assistant Secretaries,
respectively.
Section 4-8. Delegation of Office. The Board of Directors
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may delegate the powers or duties of any officer of the Corporation to
any other officer or to any Director from time to time.
Section 4-9. Vacancies. The Board of Directors shall have
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the power to fill any vacancies in any office occurring from whatever
reason.
Section 4-10. Resignations. Any officer may resign at any
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time by submitting his written resignation to the Corporation. Such
resignation shall take effect at the time of its receipt by the
Corporation, unless another time be fixed in the resignation, in which
case it shall become effective at the time so fixed. The acceptance
of a resignation shall not be required to make it effective.
ARTICLE V - CAPITAL STOCK
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Section 5-1. Stock Certificates. Shares of the
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Corporation shall be represented by certificates signed by or in the
name of the Corporation by (a) the Chairman or Vice Chairman of the
Board of Directors, or the President or a Vice President, and (b) the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate
form. If such certificate is countersigned (i) by a transfer agent
other than the Corporation or its employee, or (ii) 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 5-2. Determination of Stockholders of Record. The
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Board of Directors may fix, in advance, a record date to determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, 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. Such date shall
be not more than sixty (60) nor less than ten (10) days before the
date of any such meeting, nor more than sixty (60) days prior to any
other action.
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held.
The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 5-3. Transfer of Shares. Transfer of shares shall
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be made on the books of the Corporation only upon surrender of the
share certificate, duly endorsed and otherwise in proper form for
transfer, which certificate shall be cancelled at the time of the
transfer. No transfer of shares shall be made on the
books of this Corporation if such transfer is in violation of a lawful
restriction noted conspicuously on the certificate.
Section 5-4. Lost, Stolen or Destroyed Share Certificates.
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The Corporation may issue a new certificate of stock or uncertified
shares in place of any certificate therefore issued by it, alleged to
have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen, or destroyed certificate, or his legal
representative to give the Corporation a bond sufficient to indemnify
it against claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of
such new certificate or uncertificated shares.
ARTICLE VI - NOTICES
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Section 6-1. Contents of Notice. Whenever any notice of a
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meeting is required to be given pursuant to these by-laws or the
Certificate of Incorporation or otherwise, the notice shall specify
the place, day and hour of the meeting and, in the case of a special
meeting or where otherwise required by law, the general nature of the
business to be transacted at such meeting.
Section 6-2. Method of Notice. All notices shall be given
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to each person entitled thereto, either personally or by sending a
copy thereof through the mail or by telegraph, charges prepaid, to his
address as it appears on the records of the Corporation, or supplied
by him to the Corporation for the
purpose of notice. If notice is sent by mail or telegraph, it shall
be deemed to have been given to the person entitled thereto when
deposited in the United States Mail or with the telegraph office for
transmission. If no address for a stockholder appears on the books of
the Corporation and such stockholder has not supplied the Corporation
with an address for the purpose of notice, notice deposited in the
United States Mail addressed to such stockholder care of General
Delivery in the city in which the principal office of the Corporation
is Located shall be sufficient.
Section 6-3. Waiver of Notice. Whenever notice is required
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to be given under any provision of law or of the Certificate of
Incorporation or by-laws of the Corporation, a written waiver, signed
by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders,
Directors, or members of a committee of Directors need be specified in
any written waiver of notice unless so required by the Certificate of
Incorporation.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS
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Section 7-1. Indemnification.
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(a) Right to Indemnification. Each person who was or is
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made a party or is threatened to be made a party to or is otherwise
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was
i) a director or officer of the Corporation; or
ii) a director or officer of the Corporation serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such a proceeding
is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law or other Delaware law, against all
expense, liability and loss (including attorney's fees, judgements,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection
therewith; provided,
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however, that the Corporation shall indemnify any such indemnitee in
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connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.
(b) Right to Advancement of Expenses. The right to
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indemnification conferred in paragraph (a) of this Article shall
include the right to be paid by the Corporation the expenses actually
and reasonably incurred in defending any proceeding for which such
right to indemnification is applicable in advance of its final
disposition (hereinafter as "advancement of expenses"); provided,
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however, that, if the Delaware General Corporation Law requires, an
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advancement of expenses incurred by an indemnitee in his or her
capacity as a director or an officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking (hereinafter
an "undertaking") , by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The financial ability of any indemnitee to make such
repayment shall not be a prerequisite to the making of such payment of
or
for expenses. Such expenses (including attorneys' fees) shall be so
paid upon such reasonable terms and conditions, if any, as the Board
of Directors deems appropriate.
(c) Non-Exclusivity of Rights. The rights of
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indemnification and to the advancement of expenses conferred in this
Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, certificate of
incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) Indemnification of Employees and Agents of the
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Corporation. The Corporation may, to the extent authorized from time
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to time by the Board of Directors, grant rights to indemnification,
and to the advancement of expenses, to any employee or agent of the
Corporation, or other persons, or to directors, officers, employees or
agents of other corporations which have been merged into or
consolidated with the Corporation, to the fullest extent of the
provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
(e) Insurance. The Corporation may maintain insurance, at
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its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise, or any other person, against any
expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
(f) Independent Legal Counsel. Independent legal counsel
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may be appointed by the Board of Directors, even if a quorum of
disinterested directors is not available, or by a person designated by
the Board of Directors. If independent legal counsel, so appointed
shall determine in a written opinion that indemnification is proper
under this Article, indemnification shall be made without further
action of the Board of Directors.
(g) Amendment or Repeal. Any repeal or modification of
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this Article shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
(h) Changes in Delaware Law. References in this Article to
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Delaware law or to any provision thereof shall be to such law as it
existed on the date this Article was adopted or as such law thereafter
may be changed; provided that (a) in the case of any change which
limits the indemnification rights or the rights to advancement of
expenses which the Corporation may provide, the rights to
indemnification and to the advancement of expenses provided in this
Article shall continue as theretofore
to the extent permitted by law; and (b) if such change permits the
Corporation without the requirement of any further action by
shareholders or directors to provide broader indemnification rights or
rights to the advancement of expenses than the Corporation was
permitted to provide prior to such change, then the rights to
indemnification and the advancement of expenses shall be so broadened
to the extent permitted by law.
(i) Applicability. The provisions of this Article shall be
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applicable to all actions, suits or proceedings commenced after its
adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and
shall continue as to a person who has ceased to be a director,
officer, employee or agent of, or to render services for or at the
request of the Corporation or, as the case may be, its parent or a
subsidiary, and shall inure to the benefit of the heirs and personal
representatives of such person.
ARTICLE VIII - SEAL
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The form of the seal of the
Corporation, called the corporate seal of [Form of Seal]
the Corporation, shall be as impressed
adjacent hereto.
ARTICLE IX - FISCAL YEAR
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The Board of Directors shall have the power by resolution to
fix the fiscal year of the Corporation. If the Board of Directors
shall fail to do so, the President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
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The original or other by-laws may be adopted, amended or
repealed by the stockholders entitled to vote thereon at any regular
or special meeting or, if the Certificate of Incorporation so
provides, by the Board of Directors. The fact that such power has
been so conferred upon the Board of Directors shall not divest the
stockholders of the power nor limit their power to adopt, amend or
repeal by-laws.
ARTICLE XI - INTERPRETATION OF BY-LAWS
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All words, terms and provisions of these by-laws shall be
interpreted and defined by and in accordance with the General
Corporation Law of the State of Delaware, as amended, and as amended
from time to time hereafter.
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