EXHIBIT 3.2
BYLAWS
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OF
CII ACQUISITION, INC.
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(a North Carolina corporation)
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ARTICLE I
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SHAREHOLDERS
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1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
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the corporation shall set forth thereon the statements prescribed by Section 55-
6-25 of the North Carolina Business Corporation Act ("Business Corporation Act")
and by any other applicable provision of law, shall be signed, either manually
or in facsimile, by any two of the following officers: the President, a Vice-
President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant
Treasurer, or by any two officers designated by the Board of Directors, and may
bear the corporate seal or its facsimile. If a person who signed in any
capacity, either manually or in facsimile, a share certificate no longer holds
office when the certificate is issued, the certificate is nevertheless valid.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue
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fractions of a share or pay in money the value of fractions of a share; arrange
for disposition of fractional shares by the shareholders; and issue scrip in
registered or bearer form entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each certificate representing
scrip must be conspicuously labeled "scrip" and must contain the information
required by subsection (b) of Section 55-6-25 of the Business Corporation Act.
The holder of a fractional share is entitled to exercise the rights of a
shareholder, including the right to vote, to receive dividends, and to
participate in the assets of the corporation upon liquidating. The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of Directors may authorize the issuance of scrip subject to any
condition considered desirable, including (a) that the scrip will become void if
not exchanged for full shares before a specified date; and (b) that the shares
for which the scrip is exchangeable may be sold and the proceeds paid to the
scripholders.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting
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the transferability of shares that may be set forth int he articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any. Except as may be
otherwise provided by law or these Bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the corporation, shall be so expressed in the entry of
transfer.
4. RECORD DATE FOR SHAREHOLDERS. In order to determine the
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shareholders who are entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote, or to take any other action, the Board of Directors of
the corporation may fix a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days before the
meeting or action requiring such determination of shareholders. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right
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to notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
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- TIME. The annual meeting shall be held on the date fixed from time
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to time by the directors. A special meeting shall be held on the date fixed
from time to time by the directors except when the Business Corporation Act
confers the right to call a special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at such
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place in or out of the State of North Carolina as the directors shall from time
to time fix.
- CALL. Annual meetings may be called by the directors or the
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Chairman of the Board of Directors, if any, the Vice-Chairman of the Board, if
any, the President, or the Secretary or by any officer instructed by the
directors or the President to call the meeting. Special meetings may be called
in like manner.
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- NOTICE OR ACTUAL OR CONSTRUCT1VE WAIVER OF NOTICE. The corporation
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shall notify shareholders of the date, time, and place of each annual and
special shareholders' meeting. Such notice shall be no fewer than ten nor more
than sixty days before the meeting date. Unless the Business Corporation Act or
the articles of incorporation require otherwise, notice of an annual meeting
need not include a description of the purpose or purposes for which the meeting
is called. Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called. Unless the Business
Corporation Act or the articles of incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. A shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation or the Bylaws before or after the
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder' s
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter before it is voted upon.
- VOTING LIST FOR MEETING. After fixing a record date for a meeting,
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the corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of subsection (c) of Section 55-16-02 of the Business Corporation
Act, to copy the list, during regular business hours and at his expense, during
the period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, or his agent,
or attorney, is entitled to inspect the list at any time during the meeting or
any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
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over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
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otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. A telegram, telex, facsimile, or other form of wire or
wireless communication appearing to have been transmitted by a shareholder, or a
photocopy or equivalent reproduction of a writing appointing one or more
proxies, shall be deemed a valid appointment form. An appointment of a proxy is
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effective when received by the Secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven months, unless a different
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
- SHARES HELD BY NOMINEES. The corporation may establish a procedure
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by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as a shareholder. The extent of this
recognition may be determined in the procedure.
- QUORUM. Unless the articles of incorporation or the Business
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Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter, except that, in the absence of a quorum at the opening of
any meeting of shareholders, such meeting may be adjourned from time to time by
the vote of a majority of the shares voting on the motion to adjourn. Shares
entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that matter.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.
- VOTING. Directors are elected by a plurality of the votes cast by
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the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation, a Bylaw adopted by the shareholders, or the Business
Corporation Act requires a greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Any action required or permitted by the
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provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting, if one or more written consents are
signed by all the shareholders before or after such action, describing the
action taken, are delivered to the corporation for inclusion in the minutes or
filing with the corporate records. If the Business Corporation Act requires
that notice of proposed action be given to nonvoting shareholders and the action
is to be taken by unanimous consent of the voting shareholders, the corporation
must give its nonvoting shareholders written notice of the proposed action at
least ten days before the action is taken. The notice must contain or be
accompanied by the same material that, under the Business Corporation Act, would
have been required to be sent to nonvoting shareholders in a notice of a meeting
at which the proposed action would have been submitted to the shareholders for
action.
ARTICLE II
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BOARD OF DIRECTORS
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1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall
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be exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder,
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a citizen of the United States, or a resident of the State of North Carolina.
The initial Board of Directors shall consist of two persons, which shall be the
number of directors until changed. Thereafter, the number of directors shall not
be less than one nor more than six. The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or, unless the articles of incorporation or an agreement valid under Section 55-
7-31 shall otherwise provide, by the Board of Directors. If not so fixed, the
number shall be two. The number of directors shall never be less than one.
After shares are issued, only the shareholders may change the range for the size
of the Board of Directors or change from a fixed to a variable-range Board or
vice versa.
3. TERMS AND VACANCIES. The terms of the initial directors of the
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corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are staggered
under Section 55-8-06 of the Business Corporation Act. A decrease in the number
of directors does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. Despite the expiration of a director 's term, the
director continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on
the Board of Directors, including without limitation, a vacancy resulting from
an increase in the number of directors of from the failure by the shareholders
to elect the full authorized number of directors, the shareholders or the Board
of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors, or by the
sole director, remaining in office. If the vacant office was held by a director
elected by a voting group of shareholders, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.
4. MEETINGS.
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TIME. Meetings shall be held at such time as the Board shall fix,
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except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. The Board of Directors may hold regular or special meetings
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in or out of the State of North Carolina at such place as shall be fixed by the
Board.
- CALL. No call shall be required for regular meetings for which the
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time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the
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Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
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Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act, the articles of incorporation, or by these Bylaws before or
after the date and time stated in the notice. A director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
his arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.
- QUORUM AND ACTION. A quorum of the Board of Directors consists of a
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majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall
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be presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
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directors with or without cause pursuant to the provisions of Section 55-8-08 of
the Business Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
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committees and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
must be approved by the greater of (a) a majority of all the directors in office
when the action is taken, or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
Section 55-8-24 of the Business Corporation Act. The provisions of Sections 55-
8-20 through 55-8-24 of the Business Corporation Act, which govern meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors, apply to committees and their members as
well. To the extent specified by the Board of Directors, the articles of
incorporation, or these Bylaws, each committee may exercise the authority of the
Board of Directors under Section 55-8-01
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of the Business Corporation Act except such authority as may not be delegated
under the Business Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the
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Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents, signed by each
director before or after such action, describing the action taken, and included
in the minutes or filed with the corporate records. Action taken under this
paragraph is effective when the last director sips the consent, unless the
consent specifies a different effective date.
ARTICLE III
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OFFICERS
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The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the corporation.
A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary, or any Assistant Secretary or any one or more
other officers designated by the Board of Directors shall have the
responsibility for custody of the minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
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STATUTORY NOTICES TO SHAREHOLDERS
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The Board of Directors may appoint the Treasurer or other fiscal
officer and/or the Secretary or any other officer to cause to be prepared and
furnished to shareholders entitled thereto any special financial notice and/or
any financial statement, which may be required by any provision of law, and
which, more specifically, may be required by Sections 55-16-20 and 55-16-21 of
the Business Corporation Act.
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ARTICLE V
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REGISTERED OFFICE AND AGENT
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The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.
ARTICLE VI
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CORPORATE SEAL
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The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VII
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FISCAL YEAR
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The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VIII
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CONTROL OVER BYLAWS
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The Board of Directors may amend or repeal these Bylaws unless the
articles of incorporation or the Business Corporation Act reserves this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors. A Bylaw that fixes a greater quorum or voting
requirement for the Board of Directors may be amended or repealed only in
accordance with the provisions of Section 55-10-22 of the Business Corporation
Act
I HEREBY CERTIFY that the foregoing is a full true, and correct copy
of the Bylaws of CII ACQUISITION, INC, a corporation of the State of North
Carolina, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
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Dated:
_________________________________
Secretary of
CH ACQUISITION, INC
(SEAL)
City of New York
County of New York
April 30, 1993
WRITTEN CONSENT
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OF
INCORPORATOR TO
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ORGANIZATIONAL ACTION
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OF
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CII ACQUISITION, INC.
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Under Section 55-2-05 of the North Carolina Business Corporation Act
(Incorporated April 30, 1993)
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The following action is taken this day through this instrument by the
incorporator of the above-named corporation.
1. The adoption of the initial Bylaws for the corporation.
2. The election of the following persons to serve as the
directors of the corporation until the first shareholders'
meeting at which directors are elected.
Michael S. Bruno
Harrison M. Wilson
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Athena Amaxas, Incorporator
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