EXHIBIT 3.6.2
BY-LAWS
OF
SOFTROL INCORPORATED
AN ARIZONA CORPORATION
ARTICLE I - OFFICES
The principal office for the transaction of the business of the Corporation
in the state of Arizona shall be located in the City of Phoenix, County of
Maricopa. The Board of Directors of the Corporation is granted full power and
authority to change such principle office or it may have such other offices,
either within or without the County or State of Incorporation as the business of
the Corporation may from time to time require.
ARTICLE II - STATUTES AND ARTICLES
1. REFERENCES TO ARTICLES
Any reference herein made to the Corporation's Articles will be
deemed to refer to its Articles of Incorporation and all amendments thereto as
at any given time on file with the office of the Arizona Corporation Commission,
together with any and all certificates or amendments thereto filed by the
Corporation with that office.
2. SENIORITY THEREOF
The Statutes of the State of Arizona will in all respects be
considered superior to the Articles of Incorporation with any inconsistency
resolved in the favor of said Statutes. The Statutes and Articles will in all
respects be considered senior and superior to these Bylaws, with any
inconsistency to be resolved in favor of the Statutes and Articles, and with
these Bylaws to be deemed automatically amended from time to time to eliminate
any such inconsistency which may then exist.
ARTICLE III - STOCKHOLDERS MEETINGS
1. ANNUAL MEETING
The annual meeting of the Stockholders shall be held on the first
Monday of December, each year at the hour of 6 o'clock P.M., 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 such meeting shall be held on the next succeeding business day. If any
such annual meeting is for any reason not
held, a special meeting may thereafter be called and held in lieu thereof, and
the same proceedings (including the election of directors) may be conducted
thereat as at an annual meeting. Any director elected at any annual meeting
will continue in office until the next annual meeting or special meeting held in
lieu of an annual meeting, subject to his/her earlier resignation pursuant to
Article IV Section 10 below.
2. SPECIAL MEETINGS.
Special meetings of the Stockholders, unless otherwise prescribed by
statute, may be held whenever and wherever called for by the Board of Directors
or by the written demand of the holders of ten percent (10%) of all issued and
outstanding shares of stock, regardless of class. The business which may be
conducted at any such special meeting will be confined to the purposes stated in
the notice thereof, and to such additional matters as the Chairman of such
meeting may rule to be germane to such purpose.
3. PLACE OF MEETING.
The Directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the Directors. A waiver of
notice signed by all Stockholders entitled to vote at a meeting may designate
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding 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.
4. NOTICE OF MEETING.
Written or printed notice starting the place, day, and hour of the
meeting of Stockholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than seven
(7) nor more than fourteen (14) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling meeting, to each Stockholder of
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
Stockholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. Whenever any notice is required to be
given to any stockholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Any such waiver shall
be filed with the corporate records or made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining Stockholders entitled to notice of or
to vote at any meeting of Stockholders or any adjournment thereof, or
Stockholders entitled
to receive payment of any dividend, or in order to make a determination of
Stockholders for any other proper purpose, the Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, fourteen (14) days. If the stock transfer books
shall be closed for the purpose of determining Stockholders entitled to notice
of or to vote at a meeting of Stockholders, such books shall be closed for at
least two (2) days immediately preceding such meeting. In lieu of closing, the
stock transfer books, the Directors may fix in advance a date as the record date
for any such determination of Stockholders, such date in any case to be not more
than thirty (30) days and, in case of a meeting of Stockholders, not less than
thirty (30) days prior to the date on which the particular action requiring such
determination of Stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of Stockholders
entitled to notice of or to vote at a meeting of Microsmith, Inc. Stockholders,
or Stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of Stockholders. When a determination of Stockholders
entitled to vote at any meeting of Stockholders has been made as provided in
this section, such determination shall apply to any adjustment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least seven (7) days before each
meeting of Stockholders, a complete list of the Stockholders 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 for a period of
seven (7) days prior to such meeting, shall be kept on file at the principal
office of the Corporation and shall be subject to inspection by any Stockholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any Stockholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
Stockholders entitled to examine such list or transfer books or to vote at the
meeting of Stockholders.
7. QUORUM.
At any meeting of Stockholders 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 Stockholders. All shares represented and
entitled to vote on any single subject matter which may be brought before the
meeting shall be counted for the purpose of a quorum. Only those shares
entitled to vote on a particular subject matter shall be counted for the
purposes of voting on that subject matter. If less than said number 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 Stockholders present at a duly organized meeting may
continue to transact business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a quorum.
8. ORGANIZATION AND CONDUCT OF MEETINGS
Each stockholders meeting will be called to order and thereafter
chaired by the Chairman of the Board if there is one, or, if not, then by the
President; or if both the Chairman of the Board and the President are
unavailable, then by such other officer of the Corporation or such stockholder
as may be appointed by the Board of Directors. The Corporation's Secretary will
act as Secretary of each stockholders meeting; in his/her absence the Chairman
of the meeting may appoint any person (whether a stockholder or not) to act as
Secretary thereat. After calling a meeting to order, the Chairman may require
the registration of all stockholders intending to vote in person, and the filing
of all proxies with the Secretary of the meeting. After the announced time of
filing of proxies has ended, no further proxies or changes thereto will be
accepted. Absent a showing of bad faith on his part, the Chairman of the
meeting will, among other things, have absolute authority to fix the period of
time allowed for registration of stockholders and the filing of proxies, to
determine the order of business to be conducted at such meeting and to establish
reasonable rules for expediting the business of the meeting (including any
informal, or question and answer portions thereof.)
9. VOTING
Except as otherwise may be required by the Corporation's Articles of
Incorporation or by Statute, each share of stock represented at any meeting of
the stockholders shall be entitled to one vote. Except as otherwise herein
provided, the record holder of each share of stock, as determined by the name
appearing on the Corporation's books, shall be the person empowered to cast the
vote to which such share shall be entitled. The affirmative vote of the
majority of the shares then represented at any meeting of stockholders and
entitled to vote on the subject matter shall be the act of the stockholders.
The voting will be by ballot on any question as to which a ballot vote is
demanded, prior to the time the voting begins, by any person entitled to vote on
such question; otherwise a voice vote will suffice. No ballot or change of vote
will be accepted after the polls have been declared closed following the ending
of the announced time for voting.
The following additional provisions shall apply to the voting of shares:
(a) Treasury Stock - Shares of its own stock belonging to the
Corporation shall neither be entitled to vote nor counted for
quorum purposes. Nothing in this subparagraph shall be
construed as limiting the right of this Corporation to vote its
own stock held by it in a fiduciary capacity.
(b) Proxies - At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact. 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 eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.
(c) Corporate Stockholders - Shares outstanding in the name of another
corporation, domestic or foreign, may be voted by such officer, agent or proxy
as the bylaws of such other corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such other corporation may
determine. The Secretary of the Corporation shall have the authority to require
that such documents be filed with the Secretary as they shall reasonably require
in order to verify the authority and power of any such officer, agent or proxy
to vote the shares of the Corporation held by any such other corporation.
(d) Shares Held by Fiduciary - Shares held by an administrator, executor,
guardian, conservator or personal representative may be voted by him/her, either
in person or by proxy, without a transfer of such shares into his/her name.
Shares standing in the name of a trustee, other than a trustee in bankruptcy,
may be voted by him/her either in person or by proxy, but no such trustee shall
be entitled to vote shares held by him/her without a transfer of such shares
into his/her name. Shares held by or under the control of such trustee may be
voted by such trustee without the transfer thereof into his/her name if
authority to do so is contained in an appropriate order of the court by which
such trustee was appointed.
(e) Joint Owners - If the shares stand in the names or two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or tenants by community property or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same shares,
unless the Corporation is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:
(1) If only one votes, his/her act binds.
(2) If more than one votes, the act of the majority so voting binds all.
(3) If more than one votes, but the vote is evenly split on any
particular matter, each faction may vote the shares in question
proportionally.
10. NOMINATIONS OF DIRECTORS
Nominations for election to the Board of Directors of the Corporation
at a meeting of stockholders may be made by the Board of Directors or on behalf
of the Board by a nominating committee appointed by the Board, or by any
stockholder of the Corporation entitled to vote for the election of Directors at
such meeting. Such nominations, other than those made by or on behalf of the
Board, shall be made by notice in writing delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the Corporation, and
received by him/her not less than thirty (30) days nor more than sixty (60) days
prior to any meeting of stockholders called for election of Directors. Such
notice shall set forth as to each proposed nominee who is not an incumbent
Director (i) the name, age, business address and telephone number and, if known,
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
stock of the Corporation which are beneficially owned by each such nominee and
the nominating stockholder, and (iv) any other information about the nominee
that must be disclosed with respect to nominees in proxy solicitations pursuant
to the rules, regulations and forms promulgated under Section 14(a) of the
Securities Exchange Act of 1934, if applicable.
The Chairman of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the forgoing procedure, and if he/she
should so determine, he/she shall so declare to the meeting and the defective
nomination shall be disregarded.
11. ELECTION OF DIRECTORS
At each election for directors, every stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him/her for as many persons as there are directors to be elected
and for whose election he/she has a right to vote, or to cumulate his/her votes
by giving one candidate as many votes as the number of shares owned, multiplied
by the number of directors to be elected and for whose election he/she has a
right to vote, shall equal, or by distribution such votes on the same principle
among any number of such candidates.
12. STOCKHOLDER APPROVAL OR RATIFICATION
The Board of Directors may submit any contract or act for approval or
ratification at any duly constituted meeting of the stockholders, the notice of
which either includes mention of the proposed submittal or is waived as provided
in Section 4 above. If any contract or act so submitted is approved or ratified
by a majority of the votes cast thereon at such meeting, the same will be valid
and as binding upon the Corporation and all of its stockholders as if would be
if approved and ratified by each and every stockholder of the Corporation.
13. INFORMALITIES AND IRREGULARITIES
All informalities or irregularities in any call or notice of a
meeting, or in the areas of credentials, proxies, quorums, voting and similar
matters, will be deemed waived if no objection is made at the meeting.
ARTICLE IV - BOARD OF DIRECTORS
1. GENERAL POWERS.
Subject to the limitations of the Articles of Incorporation, the
Bylaws, the Arizona General Corporation Law as to actions to be authorized or
approved by the stockholders, and subject to the duties of Directors as
prescribed by the Bylaws, all corporation powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
controlled by, the Board of Directors. In addition to any other powers granted
by the Arizona General Corporation Law, the Articles of Incorporation and the
Bylaws, it is hereby expressly declared that the Directors shall have the
following powers:
(a) To select and remove all of the officers, agents, and employees
of the Corporation, prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation, or
the Bylaws and fix their compensation.
(b) To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation or the
Bylaws, as they may deem best.
(c) To designate any place within or without the State of Arizona for
the holding of any stockholders meeting or meetings; and to adopt,
make and use a corporate seal, and to prescribe the forms of
certificate of stock, and to alter the form of such seal and such
certificates so that the same shall at all times comply with the
applicable law.
(d) To authorize the issuance of shares of stock of the Corporation
from time to time, upon such terms as may be lawful, in consideration
of money paid, labor done or services actually rendered, debts or
securities canceled, or tangible or intangible property actually
received, or in case of shares issued as a dividend against amounts
transferred from surplus to stated capital.
(e) To borrow money and incur indebtedness for the purpose of the
Corporation, and to cause to be executed and delivered therefore, in
the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations and other evidence of debt
and securities therefor.
(f) To authorize a person or persons to sign and endorse all
checks, drafts or other forms for payments of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the
Corporation.
2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of Directors of the Corporation shall be not less than one
(1) nor more than nine (9). Each Director shall hold office until the next
annual meeting of Stockholders and until his successor shall have been elected
and qualified, or until his/her earlier resignation or removal. The Directors
need not be stockholders or residents of the state of incorporation.
3. REGULAR MEETING.
A regular meeting of the Directors, shall be held without other
notice than this Bylaw immediately after, and at the same place as, the annual
meeting of Stockholders. The Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution.
4. SPECIAL MEETING.
Special meeting of the Directors may be called by or at the request
of the President or any two Directors. The person or persons authorized to call
special meeting of the Directors may fix the place for holding any special
meeting of the Directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least seven days
previously thereto by written notice delivered personally, or by telegram 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. If notice is given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. 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.
6. QUORUM.
At any meeting of the Directors a majority shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
7. MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created Directorships resulting from an increase in the number
of Directors and vacancies occurring in the board for any reason except the
removal of Directors without cause may be filled by a vote of majority of the
Directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of Directors without cause shall be filled by
vote of the Stockholders. A Director elected
to fill a vacancy caused by resignation, death or removal shall be elected to
hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause by vote of the
Stockholders or by action of the Board. Directors may be removed without cause
only by vote of the Stockholders.
10. RESIGNATION.
A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
Compensation may be paid to Directors for their services by
resolution of the Board. A fixed sum and expenses for actual attendance at
each regular or special meeting of the Board may be authorized. Nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A Director of the Corporation who is present at a meeting of the
Directors at which action on any Corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of two or more
Directors. Each such committee shall serve at the pleasure of the Board.
ARTICLES V - OFFICERS
1. NUMBER.
The Officers of the Corporation shall be a President, a
Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by
the Directors. Any number of offices may be held by the same person, except
that the office of President and Secretary shall not be held by the same person.
Such other Officers and Assistant Officers as may be deemed necessary may be
elected or appointed by the Directors.
2. ELECTION AND TERM OF OFFICE.
The Officers of the Corporation to be elected by the Directors shall
be elected annually at the first meeting of the Directors held after each annual
meeting of the Stockholders. 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.
3. REMOVAL.
Any Officer or agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
5. PRESIDENT.
The President shall be the principal executive officer of the
Corporation and, subject to the control of the 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 Stockholders and of the
Directors. He may sign, with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Directors, certificates for shares of
the Corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the 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 Directors from time to time.
6. SECRETARY.
The Secretary shall keep the minutes of the Stockholders' and of the
Directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the Corporate records and of the Seal of the
Corporation and keep a register of the post office address of each Stockholder
which shall be furnished to the Secretary by such Stockholder, have general
charge of the stock transfer books of the Corporation and in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to her by the President or by the Directors.
7. TREASURER.
If required by the Directors, the Treasurer shall give a bond for the
faithful discharge of her duties in such sum and with such surety or sureties as
the Directors shall determine. She shall have charge and custody of and be
responsible for all funds and securities of the Corporation; 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 depositories as shall be selected in accordance
with these by-laws and 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 her by the President or by the Directors.
8. SALARIES.
The salaries of the Officers shall be fixed from time to time by the
Board of Directors. No Officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the Corporation.
ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The 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.
2. LOANS.
No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Directors. Such authority may be general or confined to
specific instances.
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 be 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
Directors.
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,
trust companies or other depositories as the Directors may select.
ARTICLES VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Directors. Such certificates shall be signed
by the President and by the Secretary or by such other Officers authorized by
law and by the Directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the Stockholders, 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 canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, 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 Directors may prescribe.
2. TRANSFERS OF SHARES.
(A) Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office.
(B) The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof, and accordingly, shall not be bound
to recognize any equitable or other claim or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
October in each year.
ARTICLE VIII - DIVIDENDS
The Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the term and
conditions provided by law.
ARTICLE IX - SEAL
The Directors shall provide a Corporate Seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation, the State
of the Incorporation, year of Incorporation and the words, "CORPORATE SEAL".
ARTICLE X - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the Stockholders representing a majority of all the shares
issued and outstanding, at any Annual Stockholders' meeting or at any special
Stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
AUTHENTICATED DATED: July 30, 1989
/s/ William S. Smith
_________________________________
William S. Smith - President
_________________________________
James H. Eakes - Vice-President/Treasurer
/s/ Dawn C. Smith
_________________________________
Dawn C. Smith - Secretary
MICROSMITH
AMENDMENTS TO THE BY-LAWS OF THE CORPORATION
ADOPTED BY THE SHAREHOLDERS ON
March 31, 1998
1. The first sentence of Article V, Section 1 of the By-laws is amended in its
entirety to read as follows:
Section 1. OFFICERS.
The Officers of the Corporation shall be a Chairman and Chief Executive
Officer, President, a Vice-President, a Secretary and a Treasurer.
2. Article V, Section 5 of the By-laws is amended in its entirety to read as
follows:
Section 5. THE PRESIDENT.
During the absence or 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
acting shall have all powers and authority, of the Chairman of the Board.
He or she shall be, ex officio, a member of all standing committees. The
President shall, in general, perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors.
3. Article V of the By-laws is amended to add a new section 9 to read as
follows:
Section 9. CHAIRMAN OF THE BOARD OF DIRECTORS.
If the Board of Directors elects or appoints a Chairman of the Board, he
or she shall be elected or appointed by, and from among the membership
of, the Board of Directors. He or she 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 where by 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 or 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.
4. Article V of the By-laws is amended to add a new section 10 as follows:
Section 10. 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.