EXHIBIT 3.24
AMENDED & RESTATED BY-LAWS
OF ROPAK INC.
ARTICLE I - STOCKHOLDERS' MEETINGS
1.01. The annual meeting of the stockholders of this corporation shall be
held on the Thursday following the second Wednesday of February of each year,
the first annual meeting to be held on the 9th day of February, 1950.
1.02. Special meetings of the stockholders may be called at any time by the
Board of Directors or any number of the stockholders entitled to vote holding of
record together at least twenty-five percent (25%) of the capital stock then
issued and outstanding.
1.03. All regular stockholders' meetings shall be held in the City of
Milwaukee at such place or places as may be designated from time to time by the
President of this corporation, and all special meetings of the stockholders
shall be held in the City of Milwaukee at such place or places as may be
designated in the notice of the holding of said meeting.
1.04. Notice of the time and place of holding every stockholders' meeting
shall be given by service of a written or printed notice thereof upon each
stockholder of record, or by mailing the same, postage prepaid, to his post
office address (as appears upon the books of the company), at least three (3)
days before the time of holding of each such meeting.
1.05. A quorum of stockholders shall consist of members holding a majority
of the outstanding capital stock of the corporation, entitled to vote, which
quorum must be present in person or by proxy, at every meeting of the
stockholders to constitute a valid meeting; provided, however, that if a
sufficient number to constitute a quorum do not attend at the time and place
appointed for any meeting, those who do attend may adjourn from time to time
until a meeting is regularly constituted and the Secretary shall promptly notify
those who do not attend of each such adjournment.
1.06. Stockholders may vote by proxy at any regular or special meeting of
the stockholders, provided, however, that said proxy or proxies are duly filed
with the Secretary of the Corporation at or prior to the date of said meeting.
Any officer, director or stockholder, if thereunto duly authorized in writing
may act as proxy.
1.07. The Secretary shall keep a correct and complete record of all
stockholders' meetings and all proceedings of the corporation which shall be
attested by his signature.
ARTICLE II
2.01. Directors. The Board of Directors shall consist of three (3) members.
They shall be chosen annually by the stockholders and shall hold office until
the holding of the regular annual meeting succeeding the election and until
their respective successors are elected and have qualified. In case of a vacancy
in the Board of Directors, or any vacancy created by an increase in the
authorized number of directors such vacancy shall be filled by the Board, such
appointee to hold office until the next ensuing general election.
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2.02. Election of Officers. As soon as may be after their election, the
Board of Directors shall annually choose one of their number President, two
Vice-Presidents, Secretary, and Treasurer. The Board of Directors shall also
appoint such other officers and agents of the corporation as the Board may deem
proper, and the Board may prescribe their duties and compensation.
2.03. Meeting of The Board. The Board of Directors shall hold a regular
directors' meeting immediately following the annual meeting of the stockholders.
Special meetings of the Board may be held at any time upon call of any director.
Notice of all meetings of the Board except the regular meetings shall be mailed
to the members of the Board by the Secretary of the corporation at least three
(3) days prior to the time of the holding of such meeting; provided, however,
that such notice may be dispensed with if all the directors are present and
consent to the holding of such meeting.
2.04. The regular meeting of the Board shall be held at the same place
where the annual meeting of the stockholders immediately preceding said
directors' meeting is held. All special meetings of the directors shall be held
in the City of Milwaukee at such place as shall be designated by the director
calling the meeting.
2.05. Quorum. A majority of the Directors of this corporation convened
according to these By-Laws shall constitute a quorum for the due transaction of
business.
2.06. Record of Proceeding. The Board shall keep a correct and complete
record of all its proceedings which shall be attested to by the signature of the
Secretary whose duty it shall be to keep such records, and on any question the
names of those voting each way, shall be entered on the record of the
proceedings if any number at any time requires it.
ARTICLE III - CAPITAL STOCK AND CERTIFICATES
3.01. Certificates of stock of this corporation shall be issued under the
direction of the Board of Directors sealed with the corporate seal, and signed
by the President and Secretary.
3.02. No transfer of stock shall affect the right of the corporation to pay
any dividend due upon the stock or to treat the holder of record as the holder
in fact, until such transfer is recorded upon the books of the corporation, or a
new certificate is issued to the person to whom it has been transferred.
3.03. Stock Book. The Secretary shall keep a stock book containing the
names of all the stockholders of record since the organization of the company,
showing the place of residence, amount of stock of each stockholder
respectively, and also the number and designations of each certificate of stock
and the parties by and to whom transferred.
3.04. The directors may at any time, by resolution close the books of stock
transfer for a period not exceeding fifteen (15) days as incident to the
declaring of a dividend, the holding of a stockholders' meeting or for any other
purpose; and no transfer shall be recorded or entitled to record while said
books are so closed.
3.05. Surrender of Certificates. The stockholder to whom a stock
certificate has been issued shall not be allowed to make any transfer of record
of the shares therein mentioned or any part thereof without delivery of said
certificates to the corporation for cancellation.
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ARTICLE IV - BOOKS, RECORDS, STATEMENTS ETC.
4.01. Books of Account. The Board of Directors shall cause regular, full
and correct books of account to be kept and to be settled and balanced at least
once in every year. The principal books of account of this corporation,
including its stock book, shall be kept at its principal office and shall at all
reasonable times be opened to the inspection of the stockholders.
ARTICLE V- DUTIES OF OFFICERS
5.01. The several officers of this corporation shall perform the duties
prescribed for each respectively, in the Articles of Incorporation and also such
other duties as may be required by them by resolution of the Board of Directors
or these By-Laws or any amendments that may be made thereto.
5.02. All funds of the corporation are to be placed in such bank or banks
and are to be disbursed in such manner as may be determined from time to time by
the Board of Directors of this corporation.
ARTICLE VI - AMENDMENTS
6.01. These By-Laws may be amended at any time by the Board of Directors of
this corporation or by stockholders entitled to vote and owning of record at
least two-thirds (2/3rds) of the outstanding capital stock of this corporation
entitled to vote.
ARTICLE VII - OFFICERS AND DIRECTORS
LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION
7.01. Definitions Applicable to Article VII.
(a) "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.
(b) "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:
(1) A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.
(2) A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.
(3) A transaction from which the Director or Officer derived an
improper personal profit.
(4) Willful misconduct.
(5) With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;
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(i) makes any untrue statement or disclosure to the Board
or other Officer of known material information; or
(ii) omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or
(iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.
(c) "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.
(d) "Director or Officer" means any of the following:
(1) A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.
(2) A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.
(3) A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.
(4) Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.
This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.
(e) "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.
(f) "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.
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(g) "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.
(h) "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.
(i) "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.
7.02 Director and Officer Liability Limitations.
(a) No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.
(b) The provisions of this Section 7.02 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.
(c) The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.
7.03 Mandatory Indemnification.
(a) Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.
(b) Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.
(c) Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 7.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.
(d) Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 7.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim
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against such person in a Proceeding which is based, in whole or in part, on such
person's reliance on the validity of any provision of the Applicable Corporation
Law or these Bylaws, even though it is thereafter determined that such provision
was invalid or otherwise could not have justifiably been relied upon.
7.04 Procedural Requirements for Determination That Indemnification is
Proper.
(a) Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 7.04(b) hereof.
(b) Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:
(1) by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;
(2) by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;
(3) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or
(4) by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.
The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").
(c) No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.
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(d) Payment of Liabilities and Expenses; Waiver of Claims.
(1) If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 7.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:
If the Director or Officer sustains Liability for equal dollar
amounts to a given party or person under two or more Claims arising
from the same general conduct, transaction or series of events (even
though divisible for purposes of establishing Liability), one of
which would require indemnification and the other of which would not,
it shall be conclusively presumed that the Liability and all Expenses
related thereto were sustained and incurred solely with respect to
the Claim for which indemnification is required; and if the Director
or Officer sustains Liability and Expenses for different dollar
amounts to a given party or person under two or more Claims arising
from the same general conduct, transaction or series of events (even
though divisible for purposes of establishing Liability), one of
which would require indemnification and the other of which would not,
it shall be conclusively presumed that the Liability for which
indemnification is required is the sole Liability up to the dollar
amount thereof (the "covered Liability") and the Liability for which
indemnification is not required (the "Non-Covered Liability") is
reduced by the amount of the Covered Liability (resulting in a "Net
Non-Covered Liability") and the Expenses shall be apportioned on the
basis of the respective amounts of the Covered Liability and the Net
Non-Covered Liability such that the Director or Officer shall be
entitled to indemnification for the Covered Liability and the
apportioned Expenses attributable to such Covered Liability. The
foregoing shall apply regardless of whether the Claim for the
Non-Covered Liability and the resulting Expenses in defense thereof
occurs prior to or following assertion of the Claim for the Covered
Liability and regardless of the actual time, effort and Expenses
involved in defense of the respective Claims.
(2) The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.
(e) Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.
7.05 Advancement of Expenses.
(a) Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in
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conduct constituting a Breach of Duty; (ii) an executed written undertaking by
the Director or Officer to repay any advances made under this Section if it is
ultimately determined that the Director or Officer is not entitled to be
indemnified by the Corporation; and (iii) written evidence of the Expenses
incurred.
(b) Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.
7.06 Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 7.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.
An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.
7.07 Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.
7.08 Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.
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7.09 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.
7.10 Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.
7.11 Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.
7.12 Indemnification and Allowance of Expenses of Certain Others.
(a) Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.
(b) Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.
7.13 Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.
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7.14 Nonexclusivity of Article VII. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.
7.15 Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.
Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.
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