Exhibit 3.2(w)(i)
BYLAWS
OF
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA
ARTICLE I
SHAREHOLDERS
------------
1. ANNUAL MEETING
--------------
A meeting of the shareholders shall be held annually for the
election of directors and the transaction of other business on such
date in each year as may be determined by the Board of Directors, but
in no event later than 100 days after the anniversary of the date of
incorporation of the Corporation.
2. SPECIAL MEETINGS
----------------
Special meeting of the shareholders may be called by the
Board of Directors, Chairman of the Board or President and shall be
called by the Board upon the written request of the holders of record
of a majority of the outstanding shares of the Corporation entitled to
vote at the meeting requested to be called. Such request shall state
the purpose or purposes of the proposed meeting. At such special
meetings the only business which may be transacted is that relating to
the purpose or purposes set forth in the notice thereof.
3. PLACE OF MEETINGS
-----------------
Meetings of the shareholders shall be held at such place
within or outside of the State of Delaware as may be fixed
by the Board of Directors. If no place is so fixed, such meetings
shall be held at the principal office of the Corporation.
4. NOTICE OF MEETINGS
------------------
Notice of each meeting of the shareholders shall be given in
writing and shall state the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called. Notice of a
special meeting shall indicate that it is being issued by or at the
direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which, if
taken, would entitle objecting shareholders to receive payment for
their shares, the notice shall include a statement of that purpose and
to that effect.
A copy of the notice of each meeting shall be given,
personally or by first class mail, not less than ten nor more than
fifty days before the date of the meeting, to each shareholder
entitled to vote at such meeting. If mailed, such notice shall be
deemed to have been given when deposited in the United States mail,
with postage thereon prepaid, directed to the shareholder at his
address as it appears on the record of the shareholders, or, if he
shall have filed with the Secretary of the Corporation a written
request that notices to him or her be
mailed to some other address, then directed to him at such other
address.
When a meeting is adjourned to another time or place, it
shall not be necessary to give any notice of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the adjourned
meeting any business may be transacted that might have been transacted
on the original date of the meeting. However, if after the
adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice
under this Section 4.
5. WAIVER OF NOTICE
----------------
Notice of a meeting need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by him or her.
6. INSPECTORS OF ELECTION
----------------------
The Board of Directors, in advance of any shareholders'
meeting, may appoint one or more inspectors to act at the meeting or
any adjournment thereof. If inspectors are not so appointed,
the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint two
inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment in advance of the meeting by the
Board or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of such
inspector at such meeting with strict impartiality and according to
the best of his ability.
The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the
right to vote at the meeting, count and tabulate the votes, ballots or
consents, determine the result thereof, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting, or of any shareholder
entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and
shall execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts
stated and of any vote certified by them.
7. LIST OF SHAREHOLDERS AT MEETINGS
--------------------------------
A list of the shareholders as of the record date, certified
by the Secretary or any Assistant Secretary or by a transfer agent,
shall be produced at any meeting of the shareholders upon the request
thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors of election, or the person
presiding thereat, shall require such list of the shareholders to be
produced as evidence of the right of the persons challenged to vote at
such meeting, and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.
8. QUALIFICATION OF VOTERS
-----------------------
Unless otherwise provided in the Certificate of
Incorporation, every shareholder of record shall be entitled at every
meeting of the shareholders to one vote for every share standing in
its name on the record of the shareholders.
Treasury shares as of the record date and shares held as of
the record date by another domestic or foreign corporation of any
kind, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held as of the record date by
the Corporation, shall not be shares entitled to
vote or to be counted in determining the total number of outstanding
shares.
Shares held by an administrator, executor, guardian,
conservator, committee or other fiduciary, other than a trustee, may
be voted by such fiduciary, either in person or by proxy, without the
transfer of such shares into the name of such fiduciary. Shares held
by a trustee may be voted by him or her, either in person or by proxy,
only after the shares have been transferred into his name as trustee
or into the name of his nominee.
Shares standing in the name of another domestic or foreign
corporation of any type or kind may be voted by such officer, agent or
proxy as the bylaws of such corporation may provide, or, in the
absence of such provision, as the board of directors of such
corporation may determine.
No shareholder shall sell his vote, or issue a proxy to
vote, to any person for any sum of money or anything of value except
as permitted by law.
9. QUORUM OF SHAREHOLDERS
----------------------
The holders of a majority of the shares of the Corporation
issued and outstanding and entitled to vote at any meeting of the
shareholders shall constitute a quorum at such meeting for the
transaction of any business, provided that when a specified item of
business is required to be voted on by a class
or series, voting as a class, the holders of a majority of the shares
of such class or series shall constitute a quorum for the transaction
of such specified item of business.
When a quorum is once present to organize a meeting, it is
not broken by the subsequent withdrawal of any shareholders.
The shareholders who are present in person or by proxy and
who are entitled to vote may, by a majority of the votes cast, adjourn
the meeting despite the absence of a quorum.
10. PROXIES
-------
Every shareholder entitled to vote at a meeting of the
shareholders, or to express consent or dissent without a meeting, may
authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or its
attorney. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.
The authority of the holder of a proxy to act shall not be
revoked by the incompetence or death of the shareholder who executed
the proxy, unless before the authority is exercised written notice of
an adjudication of such incompetence or of such death is received by
the Secretary or any Assistant Secretary.
11. VOTE OR CONSENT OF SHAREHOLDERS
-------------------------------
Directors, except as otherwise required by law, shall be
elected by a plurality of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of
directors, is to be taken by vote of the shareholders, it shall,
except as otherwise required by law, be authorized by a majority of
the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.
Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of
all outstanding shares entitled to vote thereon. Written consent thus
given by the holders of all outstanding shares entitled to vote shall
have the same effect as an unanimous vote of shareholders.
12. FIXING THE RECORD DATE
----------------------
For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to or dissent from any proposal without
a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for
the purpose of
any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such
date shall not be less than ten nor more than fifty days before the
date of such meeting, nor more than fifty days prior to any other
action.
When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record
date for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
------------------
1. POWER OF BOARD AND QUALIFICATION OF DIRECTORS
---------------------------------------------
The business of the Corporation shall be managed by the
Board of Directors. Each director shall be at least eighteen years of
age.
2. NUMBER OF DIRECTORS
-------------------
The number of directors constituting the entire Board of
Directors shall be the number, not less than three nor more than ten,
fixed from time to time by a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease,
if there were no vacancies, provided, however, that no decrease shall
shorten the term of an incumbent
director, and provided further that if all of the shares of the
Corporation are owned beneficially and of record by less than three
shareholders, the number of directors may be less than three but not
less than the number of shareholders. Until otherwise fixed by the
directors, the number of directors constituting the entire Board shall
be one.
3. ELECTION AND TERM OF DIRECTORS
------------------------------
At each annual meeting of shareholders, directors shall be
elected to hold office until the next annual meeting and until their
successors have been elected and qualified or until their death,
resignation or removal in the manner hereinafter provided.
4. QUORUM OF DIRECTORS AND ACTION BY THE BOARD
-------------------------------------------
A majority of the entire Board of Directors shall constitute
a quorum for the transaction of business, and, except where otherwise
provided herein, the vote of a majority of the directors present at a
meeting at the time of such vote, if a quorum is then present, shall
be the act of the Board.
Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if
all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and
the written consent thereto by the members of the Board or committee
shall be filed with the minutes of the proceedings of the Board or
committee.
5. MEETINGS OF THE BOARD
---------------------
An annual meeting of the Board of Directors shall be held in
each year directly after the annual meeting of shareholders. Regular
meetings of the Board shall be held at such times as may be fixed by
the Board. Special meetings of the Board may be held at any time upon
the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such
places as may be fixed by the Board for annual and regular meetings
and in the notice of meeting for special meetings. If no place is so
fixed, meetings of the Board shall be held at the principal office of
the Corporation. Any one or more members of the Board of Directors
may participate in meetings by means of a conference telephone or
similar communications equipment.
No notice need be given of annual or regular meetings of the
Board of Directors. Notice of each special meeting of the Board shall
be given to each director either by mail not later than noon, Delaware
time, on the third day prior to the meeting or by telegram, written
message or orally not later than noon, Delaware time, on the day prior
to the meeting. Notices are deemed to have been properly given if
given: by mail, when deposited in the United States mail; by telegram
at the time of filing; or by messenger at the time of delivery.
Notices by mail, telegram or messenger shall be sent to each director
at the
address designated by him for that purpose, or, if none has been so
designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not be
given to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice
to any director.
A notice, or waiver of notice, need not specify the purpose
of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place. Notice
of any adjournment of a meeting to another time or place shall be
given, in the manner described above, to the directors who were not
present at the time of the adjournment and, unless such time and place
are announced at the meeting, to the other directors.
6. RESIGNATIONS
------------
Any director of the Corporation may resign at any time by
giving written notice to the Board of Directors or to the President or
to the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein; and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to
make it effective.
7. REMOVAL OF DIRECTORS
--------------------
Any one or more of the directors may be removed for cause by
action of the Board of Directors. Any or all of the directors may be
removed with or without cause by vote of the shareholders.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
-----------------------------------------
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board of
Directors for any reason except the removal of directors by
shareholders may be filled by vote of a majority of the directors then
in office, although less than a quorum exists. Vacancies occurring as
a result of the removal of directors by shareholders shall be filled
by the shareholder. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his predecessor.
9. EXECUTIVE AND OTHER COMMITTEES OF DIRECTORS
-------------------------------------------
The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members an executive
committee and other committees each consisting of three or more
directors and each of which, to the extent provided in the resolution,
shall have all the authority of the Board, except that no such
committee shall have authority as to the following matters: (a) the
submission to shareholders of any action that needs shareholders'
approval; (b) the filling
of vacancies in the Board or in any committee; (c) the fixing of
compensation of the directors for serving on the Board or any
committee; (d) the amendment or repeal of the bylaws, or the adoption
of new bylaws; (e) the amendment or repeal of any resolution of the
Board which, by its term, shall not be so amendable or repealable; or
(f) the removal or indemnification of directors.
The Board of Directors may designate one or more directors
as alternate members of any such committee, who may replace any absent
member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution
designating a committee, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members
present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board
of Directors.
10. COMPENSATION OF DIRECTORS
-------------------------
The Board of Directors shall have authority to fix the
compensation of directors for services in any capacity.
11. INTEREST OF DIRECTORS IN A TRANSACTION
--------------------------------------
Unless shown to be unfair and unreasonable as to the
Corporation, no contract or other transaction between the Corporation
and one or more of its directors, or between the Corporation and any
other corporation, firm association or other entity in which one or
more of the directors are directors or officers, or are financially
interested, shall be either void or voidable, irrespective of whether
such interested director or directors are present at a meeting of the
Board of Directors, or of a committee thereof, which authorizes such
contract or transaction and irrespective of whether his or their votes
are counted for such purpose. In the absence of fraud any such
contract and transaction conclusively may be authorized or approved as
fair and reasonable by: (a) the Board of Directors or a duly
empowered committee thereof, by a vote sufficient for such purpose
without counting the vote or votes of such interested director or
directors (although such interested director or directors may be
counted in determining the presence of a quorum at the meeting which
authorizes such contract or transaction), if the fact of such common
directorship, officership or financial interest is disclosed or known
to the Board or committee, as the case may be; or (b) the shareholders
entitled to vote for the election of directors, if such common
directorship, officership or financial interest is disclosed or know
to such shareholders.
Notwithstanding the foregoing, no loan, except advances in
connection with indemnification, shall be made by the Corporation to
any director unless it is authorized by vote of the shareholders
without counting any shares of the director who would be the borrower.
ARTICLE III
OFFICERS
--------
1. ELECTION OF OFFICERS
--------------------
The Board of Directors, as soon as may be practicable after
the annual election of directors, shall elect a Chairman of the Board,
a President, a Secretary, and a Treasurer, and from time to time may
elect or appoint such other officers as it may determine. Any two or
more offices may be held by the same person, except that the same
person may not hold the offices of President and Secretary. The Board
of Directors may also elect one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers.
2. OTHER OFFICERS
--------------
The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.
3. COMPENSATION
------------
The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
4. TERM OF OFFICE AND REMOVAL
--------------------------
Each officer shall hold office for the term for which he is
elected or appointed, and until his successor has been elected or
appointed and qualified. Unless otherwise provided in the resolution
of the Board of Directors electing or appointing an officer, his term
of office shall extend to and expire at the meeting of the Board
following the next annual meeting of shareholders. Any officer may be
removed by the Board with or without cause, at any time. Removal of
an officer without cause shall be without prejudice to his contract
rights, if any, and the election or appointment of an officer shall
not of itself create contract rights.
5. CHAIRMAN OF THE BOARD
---------------------
The Chairman of the Board shall be the chief executive
officer of the Corporation, shall have general and active management
of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He
shall also preside at all meetings of the shareholders and the Board
of Directors.
The Chairman of the Board shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.
6. PRESIDENT
---------
The President shall be the chief operating officer of the
Corporation, shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect, subject to the
direction of the Chairman of the Board, and shall perform such other
duties and have such other powers as the Board of Directors may from
time to time prescribe.
7. VICE PRESIDENTS
---------------
The Vice Presidents, in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of
their election, during the absence or disability of or refusal to act
by the President, shall perform the duties and exercise the powers of
the President and shall perform such other duties as the Board of
Directors shall prescribe.
8. SECRETARY AND ASSISTANT SECRETARIES
-----------------------------------
The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of
Directors in a book to be kept for that purpose, and shall perform
like duties for the standing committees when required. The Secretary
shall give or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision the Secretary shall
be. The Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the Secretary's signature or by the
signature of such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order designated by the Board of
Directors, or in the absence of such designation then in the order of
their election, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, shall perform the duties and
exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from
time to time prescribe.
9. TREASURER AND ASSISTANT TREASURERS
----------------------------------
The Treasurer shall have the custody of the corporate funds
and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; and shall deposit
all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board
of Directors.
The Treasurer shall disburse the funds as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements,
and shall render to the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation.
If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of Treasurer, and for
the restoration to the Corporation, in the case of the Treasurer's
death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer belonging to the
Corporation.
The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order designated by the
Board of Directors, or in the absence of such designation, then in the
order of their election, in the absence of the Treasurer or in the
event of the Treasurer's inability or refusal to act, shall perform
the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
10. BOOKS AND RECORDS
-----------------
The Corporation shall keep: (a) correct and complete books
and records of account; (b) minutes of the proceedings of the
shareholders, Board of Directors and any committees of directors; and
(c) a current list of the directors and officers and their residence
addresses. The Corporation shall also keep at its office in the State
of Delaware or at the office of its transfer agent or registrar in the
State of Delaware, if any, a record containing the names and addresses
of all shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what
extent and at what times and places and under what conditions and
regulations any accounts, books, records or other documents of the
Corporation shall be open to inspection, and no creditor security
holder or other person shall have any right to inspect any accounts,
books, records or other documents of the
Corporation except as conferred by statute or as so authorized by the
Board.
11. CHECKS, NOTES, ETC.
-------------------
All checks and drafts on, and withdrawals from the Corporation's
accounts with banks or other financial institutions, and all bills of
exchange, notes and other instruments for the payment of money, drawn,
made, endorsed, or accepted by the Corporation, shall be signed on its
behalf by the person or persons thereunto authorized by, or pursuant
to resolution of, the Board of Directors.
ARTICLE IV
CERTIFICATES AND TRANSFERS OF SHARES
1. FORMS OF SHARE CERTIFICATES
---------------------------
The share of the Corporation shall be represented by
certificates, in such forms as the Board of Directors may prescribe,
signed by the President or a vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. The
shares may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation or its employee.
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.
Each certificate representing shares issued by the
Corporation shall set forth upon the face or back of the certificate,
or shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of the designation,
relative rights, preferences and limitations of the shares of each
class of shares, if more than one, authorized to be issued and the
designation, relative rights, preferences and limitations of each
series of any class of preferred, shares authorized to be issued so
far as the same have been fixed, and the authority of the Board of
Directors to designate and the relative rights, preferences and
limitations of other series.
Each certificate representing shares shall state upon the
face thereof: (a) that the Corporation is formed under the laws of the
State of Delaware; (b) the name of the person or persons to whom
issues; and (c) the number and class of shares, and the designation of
the series, if any, which such certificate represents.
2. TRANSFERS OF SHARES
-------------------
Shares of the Corporation shall be transferable on the
record of shareholders upon presentment to the Corporation of a
transfer agent of a certificate or certificates representing the
shares requested to be transferred, with proper endorsement on the
certificate or on a separate accompanying document, together with such
evidence of the payment of transfer taxes and compliance with other
provisions of law as the Corporation or its transfer agent may
require.
3. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES
--------------------------------------------
No certificate for shares of the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed or
wrongfully taken, except, if and to the extent required by the Board
of Directors upon: (a) production of evidence of loss, destruction or
wrongful taking; (b)delivery of a bond indemnifying the Corporation
and its agents against any claim that may be made against it or them
on account of the alleged loss, destruction or wrongful taking of the
replaced certificate or the issuance of the new certificate; (c)
payment of the expenses of the Corporation and its agents incurred in
connection with the issuance of the new certificate; and (d)
compliance with other such reasonable requirements as may be imposed.
ARTICLE V
OTHER MATTERS
1. CORPORATE SEAL
--------------
The Board of Directors may adopt a corporate seal, alter
such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in
any other manner.
2. FISCAL YEAR
-----------
The fiscal year of the Corporation shall be the twelve
months ending December 31st, or such other period as may be fixed by
the Board of Directors.
3. AMENDMENTS
----------
Bylaws of the Corporation may be adopted, amended or
repealed by vote of the holders of the shares at the time entitled to
vote in the election of any directors. Bylaws may also be adopted,
amended or repealed by the Board of Directors, but any bylaws adopted
by the Board may be amended or repealed by the shareholders entitled
to vote thereon as hereinabove provided.
If any bylaw regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there shall
be set forth in the notice of the next meeting of shareholders for the
election of directors the bylaw so adopted, amended or repealed,
together with a concise statement of the changes made.
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