Exhibit 3.5.2
BY-LAWS
OF
ULTRA AIR PRODUCTS, INC.
ARTICLE I. OFFICES
The principal office of the corporation in the State of Michigan shall be
located in the City of Roseville, County of Macomb. The corporation may have
such other offices, either within or without the State of Michigan, as the Board
of Directors may designate or as the business of the corporation may require
from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the 21st in the month of December in each year, beginning with the year
1985, at the hour of 9:00 o'clock A.M., or at such other time on such other day
within such month as shall be fixed by the Board of Directors, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Michigan, such meeting shall be held on the next
succeeding business day.
If the annual meeting is not held on the date designated therefor, the
board shall cause the meeting to be held as soon thereafter as convenient. If
the annual meeting is not held for 90 days after the date designated therefor,
or if no date has been designated for 15 months after organization of the
corporation or after its last annual meeting, the circuit court for the county
in which the registered office of the corporation is located, upon application
of a shareholder, may summarily order the meeting or the election, or both, to
be held at such time and place, upon such notice and for the transaction of such
business as may be designated in the order.
SECTION 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than ten percent (10%) of all the outstanding shares of the corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Michigan, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Michigan.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of meeting, either personally or by mail, by or
at the direction of the President, or the Secretary, or the officer or persons
calling the meeting, to each shareholder or record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
SECTION 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
an adjournment thereof, or shareholders entitled to receive payment of any
dividend, or entitled to receive the allotment of rights or for the purpose of
any other action, the Board of Directors may fix a date as the record date for
such determination of shareholders, such date to be not less than ten (10) days
nor more than sixty (60) days before the date of the meeting or any other action
to be taken.
If a record date is not fixed (a) the record date for determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the day on which notice is given, or, if no notice
is given, the day next preceding the day on which the meeting is held, and (b)
the record date for determining shareholders for any purpose other than that
specified in subdivision (a) shall be the close of business on the day on which
the resolution of the board relating thereto is adopted. When a determination of
shareholders 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 fixes a new record date under this section
for the adjourned meeting. Nothing in this section shall affect the right of a
shareholder and his transferee or transferor as between themselves.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make and certify a complete
list of the shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, which list, shall be produced at the time and place of the
meeting and shall be subject to inspection by any shareholder entitled to vote
at such
meeting during the whole time of the meeting. The list shall be prima facie
evidence as to whom are shareholders entitled to examine such list or to vote at
the meeting.
SECTION 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his authorized agent or
representative. Such proxy shall be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be valid after 3 years from
its date unless otherwise provided in the proxy.
SECTION 9. Voting of Shares. Each outstanding share of capital stock of the
corporation shall be entitled to one vote upon each matter submitted to a vote
at a meeting of shareholders except as the Articles of Incorporation otherwise
provide.
SECTION 10. Voting of Shares by Certain Holders
(a) Corporations
Shares standing in the name of another corporation may be voted by an
officer or agent, or by proxy appointed by an officer or agent or by some other
person who by resolution of the Board of Directors of such corporation or by its
By-Laws shall be appointed to vote such shares.
(b) Representative or Fiduciary Capacity
Shares held by a person in a representative or fiduciary capacity may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.
(c) Pledged Stock
A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his proxy may represent said shares and vote thereon.
(d) Treasury Shares
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
(e) Jointly Held Shares
Shares held by two or more persons as joint tenants or as tenants in common
may be voted at a meeting of shareholders by any of such persons, unless another
joint tenant or tenant in common seeks to vote any of such shares in person or
by proxy. In the latter event, the written agreement, if any, which governs the
manner in which the shares shall be voted, controls if presented at the meeting.
If no such agreement is presented at the meeting, the majority in interest of
the joint tenants or tenants in common present shall control the manner of
voting. If there is no such majority, the shares, for the purpose of voting,
shall be divided among such joint tenants or tenants in common in accordance
with their interest in the shares.
SECTION 11. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of directors of
the corporation shall be FIVE. No director need be a shareholder. Each director
shall hold office for the term for which he is elected and until his successor
shall have been elected and qualified or until his resignation or removal.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as the annual meeting. The Board of Directors may provide, by
resolution, the time and place, within or without the State of Michigan, for the
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two Directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
the place within or without the State of Michigan for holding any special
meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least
three days previously thereto by written notice, stating the time and place of
the meeting, delivered personally or mailed to each director at his business
address. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. Any
director may waive notice of any meeting by written statement signed before or
after the holder of the meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of the directors then in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. A member of the board may participate in a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this subsection constitutes presence in
person at the meeting.
SECTION 7. Manner of Acting. Except as provided in Article XI hereby, the
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action which may be taken at a
meeting of the Board of Directors may be taken without a meeting if, before or
after the action, a consent in writing, setting forth the action so taken, shall
be signed severally or collectively by all of the directors entitled to vote
with respect to the subject matter thereof.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be a director only until the next election of directors by the
shareholders or by reason of an increase in the number of directors.
SECTION 10. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken is presumed to have concurred in that action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to the action with the person acting as the secretary of the
meeting before or promptly after the adjournment thereof. Such right to dissent
shall not apply to a Director who voted in favor of such action. A director who
is absent from a meeting of the board at which any such action is taken is
presumed to have concurred in the action unless he files his dissent with the
secretary of the corporation within a reasonable time after he had knowledge of
the action.
SECTION 12. Delegation of Powers to Executive Committee. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more of their number to constitute an executive committee who, to the
extent provided in such resolution shall have and exercise the authority of the
Board of Directors in the management of the business of the corporation between
the meetings of the Board except as may be prohibited by statute.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be selected by the Board of
Directors. The Board of Directors may select a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, and may
also appoint such other officers and agents as they may deem necessary for the
transaction of the business of the corporation.
SECTION 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the regular meeting of the Board of Directors held immediately
following each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal or Resignation. Any officer or agent may be removed by
the Board of Directors with or without cause, but such removal shall be without
limitation on the right, if any, of the person so removed to recover damages
for breach of contract. Election or appointment of an officer or agent shall not
of itself create contract rights. An officer may resign by written notice to the
corporation. The resignation is effective upon its receipt by the corporation or
at a subsequent time specified in the notice of resignation.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the President or in the event
of his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all of and subject to
all the restrictions upon the President. The Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the corporation,
and shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders' and of the Board of Directors' meetings in one
or more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder, which shall be
furnished to the Secretary by such shareholder; (e) sign with the President, or
a Vice President, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provision of Article V of these By-Laws; and (c) in general perform all
of the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
SECTION 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the corporation, the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
SECTION 10. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
SECTION 11. Filling More Than One Office. Any two offices of the
corporation may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if the instrument
is required by law or the Articles or By-Laws to be executed, acknowledged or
verified by two or more officers.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract, or execute and deliver
any instrument in the name of and on behalf of the corporation and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trusts, companies or other depositaries as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
corporate seal or a facsimile thereof. The signature of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the corporation itself or one of its
employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a new number
of shares shall have been surrendered and cancelled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the Board of Directors may
prescribe.
SECTION 2. Shares Certificates; Required Provisions. A certificate
representing shares shall set forth on its face or back or state that the
corporation will furnish to a shareholder upon request and without charge a full
statement of the designation, relative rights, preferences and limitations of
the shares of each class authorized to be issued, and if the corporation is
authorized to issue any class of shares in series, the designation, relative
rights, preferences and limitations of each series so far as the same have been
prescribed and the authority of the Board to designate and prescribe the
relative rights, preferences and limitations of other series.
SECTION 3. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to the the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January
and end on the 31st day of December in each year.
ARTICLE VIII. DIVIDENDS
SECTION 1. Declaration of Dividends. The Board of Directors may, from time
to time, declare and the corporation may pay dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
its designation as a Michigan corporation, and the words, "Corporate Seal."
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any incorporator,
shareholder or Director of the corporation under the provisions of these By-Laws
or under the provisions of the Articles of Incorporation, or under the provision
of the Michigan Business Corporation Act, a waiver thereof in writing signed by
the person or persons entitled to such notice whether before or after the
holding of the meeting shall be deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors or by the shareholders at any annual or
special meeting. Amendment of the By-Laws by the Board of Directors requires the
vote of not less than a majority of the members of the Board then in office.
/s/ Robert L. McKay
--------------------------------
Robert L. McKay
Secretary
AMENDMENT NO. 2 TO
BY-LAWS OF
ULTRA AIR PRODUCTS, INC.
-------------------------
Pursuant to the Special Meeting of Stockholders conducted on September 30,
1988, the following Amendment No. 2 to the By-laws of the Corporation was duly
adopted by the shareholders of the Corporation:
"RESOLVED FURTHER, that, pursuant to Article XI of the Company's
By-Laws, the first sentence of Section 2, Article III shall be
amended, effective October 1, 1988, to read as follows:
The number of directors of the corporation shall be two(2)."
AMENDMENT NO. 3 TO
BY-LAWS OF
ULTRA AIR PRODUCTS, INC.
-------------------------
Pursuant to the Consent Resolutions of the Sole Shareholder adopted on
April 28, 1990, the following Amendment No. 3 to the By-laws of the Corporation
was duly adopted by the sole shareholder of the Corporation:
"RESOLVED, that, pursuant to Article XI of the Company's By-Laws,
the first sentence of Section 2, Article III shall be amended,
effective as of April 28, 1990, to read as follows:
The number of directors of the corporation shall be one (1)."
AMENDMENT NO. 4 TO
BY-LAWS OF
ULTRA AIR PRODUCTS, INC.
-------------------------
Pursuant to the Resolutions of the Shareholders adopted on February 13,
1995, the following amendments to the By-laws of the Corporation were duly
adopted by the shareholders of the Corporation:
"FURTHER RESOLVED, that Article III, Section 2 of the Bylaws of the
Corporation shall be amended to increase the number of directors from one
to three. Upon this Amendment, Section 2 shall be replaced and read in its
entirety:
SECTION 2. Number, Tenure, and Qualifications. The number of
directors of the Corporation shall be three. No director need be a
shareholder. Each director shall hold office for the term for which he
is elected and until his successor shall have been elected and
qualified or until his resignation or removal.
FURTHER RESOLVED, that Article IV, Section 1 of the Bylaws shall be amended
to require that the officers of the Corporation be elected by the
shareholders of the Corporation and which shall include a chairman of the
Board. Upon this Amendment, Article IV Section 1 shall be replaced and read
in its entirety:
Section 1. Number. The officers of the corporation shall be a
Chairman of the Board, a President, a Secretary and a Treasurer, each
of whom shall be elected by the Shareholders. The Shareholders may
elect one or more Vice Presidents, Assistant Secretaries, and
Assistant Treasurers, and may elect such other officers and agents as
they may deem necessary for the transaction of the business of the
corporation.
FURTHER RESOLVED, the Article IV shall include in its provisions, as
Section 5, the duties and responsibilities of the Chairman of the Board. A
new Section 5 shall be added, which shall read:
Section 5. Chairman of the Board of Directors. The Chairman of
the Board of Directors shall preside at all meetings of the
Shareholders, of the Board of Directors and of any executive
committee. He or she shall perform such other duties and functions as
shall be assigned to him or her from time to time by the Board of
Directors. He or she shall be, ex officio, a member of all standing
committees. Except whereby law the signature of the President of the
Corporation is required, the Chairman of the Board of Directors shall
possess the same power and authority to sign all certificates,
contracts, instruments, papers and documents of every conceivable kind
and character whatsoever in the name of and on behalf
of the Corporation which may be authorized by the Board of Directors.
During the absence of disability of the President, or while that
office is vacant, the Chairman of the Board of Directors shall
exercise all of the powers and discharge all of the duties of the
President.
FURTHER RESOLVED, that the responsibilities and duties of the President
shall be enumerated in a new Section 6 which shall replace the duties
existing in Section 5 of the Bylaws, and which shall provide as follows:
Section 6. President. During the absence of disability of the
Chairman of the Board, or while that office is vacant, the President
shall preside over all meetings of the Board of Directors, of the
Shareholders and of any executive committee, and shall perform all of
the duties and functions, and when so active shall have all the powers
and authority, of the Chairman of the Board. He of she shall be, ex
officio, a member of the standing committees. The President shall, in
general, perform all the duties incident to the office of the
President and such of the duties as may be prescribed by the Board of
Directors.
The remaining Sections of Article IV shall be renumbered to
accommodate, and be consistent with, these Amendments."
-2-
ULTRA AIR PRODUCTS
AMENDMENTS TO THE BY-LAWS OF THE CORPORATION
ADOPTED BY THE BOARD OF DIRECTORS ON
March 31, 1998
1. The first sentence of Article IV, Section 6 of the By-laws is amended
in its entirely to read as follows:
Section 6. President. The President shall be subject to the control of the
Board of Directors, shall in general supervise and control all of the business
and affairs of the corporation.
2. Article IV of the By-laws is amended to add a new section 13 as
follows:
Section 13. Chief Executive Officer. Unless otherwise designated by the
Board of Directors, the Chairman of the Board shall be the Chief Executive
Officer of the Corporation. The designation of the Chief Executive Officer
may be changed at any special meeting of the Board of Directors. The
President shall be the Chief Executive Officer whenever the office of
Chairman of the Board is vacant. The Chief Executive Officer shall be
responsible to the Board of Directors for the general supervision and
management of the business and affairs of the corporation and shall see
that all orders and resolutions of the board are carried into effect.