EXHIBIT 3.30
Amended to September 20, 1973
Amended to August 7, 1974
Amended to October 20, 1975
BY-LAWS
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DJH INDUSTRIES INC.
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(herein called the "Corporation)
ARTICLE I
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Shareholders
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Section 1.01. Annual Meeting. The annual meeting of shareholders for the
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election of directors and the transaction of such other business as may come
before it shall be held on such date in each calendar year as determined by the
Directors but in no event later than thirteen months following the date of the
annual meeting of the Corporation for the preceding fiscal year, and at such
place, as shall be fixed by the President and stated in the notice or waiver-of
notice of the meeting.
Section 1.02. Special Meetings. Special meetings of the shareholders,
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for any purpose or purposes, may be called at any time by the President, any
Vice-President, the Treasurer or the Secretary or by resolution of the Board of
Directors. Special meetings of the shareholders shall be held at such place as
shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.
Section 1.03. Notice of Meetings of Shareholders. Whenever shareholders
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are required or permitted to take any action at a meeting, written notice shall
state the place, date and hour of the meeting and, unless it is the annual
meeting, indicate that it is being issued by or at the direction of the person
or persons calling the meeting. Notice of a special
meeting shall also state the purpose or purposes for which the meeting is
called. If, at any meeting, action is proposed to be taken which would, if
taken, entitle shareholders fulfilling the requirements of Section 623 of the
Business Corporation Law to receive payment for their shares, the notice of such
meeting shall include a statement of that purpose and to that effect. A copy of
the notice of any meeting shall be given, personally or by mail, not less than
ten nor more than fifty days before the date of the meeting, to each shareholder
entitled to vote at such meeting. If mailed, such notice is given when deposited
in the United States mail, with postage thereon prepaid, directed to the
shareholder at his address as it appears on the record of shareholders, or, if
he shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to some other address, then directed to him at such
other address.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
to each shareholder of record on the new record date entitled to notice under
the next paragraph.
Section 1.04. Waivers of Notice. Notice of meeting need not be given to
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any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy,
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without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.
Section 1.05. Quorum. The holders of a majority of the shares entitled to
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vote thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or series, voting as a class, the holders of
a majority of the shares of such class or series shall constitute a quorum for
the transaction of such specified item of business.
When a quorum, is once present to organize a meetings it is not broken by
the subsequent Withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 1.06. Fixing Record Date. For the purpose of determining the
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shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty nor less than ten days, before the date of such meeting,
nor more than fifty days prior to any other action.
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When a determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this section for the adjourned meeting.
Section 1.07. List of Shareholders at Meetings. A list of shareholders as
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of the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.
Section 1.08. Proxies. Every shareholder entitled to vote at a meeting of
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shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder excising it, except as otherwise provided in this
sections
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority
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is exercised, written notice of an adjudication of such incompetence or of such
death is received by the corporate officer responsible for maintaining the list
of shareholders.
Except when other provision shall have been made by written agreement
between the parties, the record holder of shares which are held by a pledgee as
security or which belong to another, upon demand therefor and payment of
necessary expenses thereof, shall issue to the pledgor or to such owner of such
shares a proxy to vote or take other action thereon.
A shareholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value, except as authorized in this
section and Section 620 of the Business Corporation Law.
A proxy which is entitled "irrevocable proxy" and which states that it is
irrevocable, is irrevocable when it is held by any of the following or a nominee
of any of the following:
(1) A Pledgee;
(2) A person who has purchased or agreed to purchase the shares;
(3) A creditor or creditors of the Corporation who extend or
continue credit to the Corporation in consideration of the
proxy if the proxy states that it was given in consideration
of such extension or continuation of credit, the amount
thereof, and the name of the person extending or continuing
credit;
(4) A person who has contracted to perform services as an
officer of the Corporation, if a proxy is required by the
contract of employment, if the proxy states that it was
given in consideration of such contract of employment, the
name of the employee and the period of employment contracted
for;
(5) A person designated by or under an agreement under paragraph
(a) of said Section 620.
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Notwithstanding a Provision in a proxy, stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed, or the
debt of the Corporation is paid, or the period of employment provided for in the
contract of employment has terminated, or the agreement. under paragraph (a) of
said Section 620 has terminated, and becomes revocable, in a case provided for
in subparagraph (3) or (4) above, at the end of the period, if any, specified
therein as the period during which it is irrevocable, or three years after the
date of the proxy, Whichever period is less, unless the period of irrevocability
is renewed from time to time by the execution of a new irrevocable proxy as
provided in this section. This paragraph does not affect the duration of a proxy
under the second paragraph of this section.
A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of the
provision unless the existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate representing such shares.
Section 1.09. Selection and Duties of Inspectors. The Board of
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Directors, in advance of any shareholders' meeting, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at a shareholders meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed failed to appear or act, the vacancy
may be filled by appointment made by the Board in advance of the meeting or at
the meeting by the person presiding thereat. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.
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The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.
Unless appointed by the Board of Directors or requested by a
shareholder, as above provided in this section, inspectors shall be dispensed
with at all meetings of shareholders.
The vote upon any question before any shareholders' meeting need not
be by ballot:
Section 1.10. Qualification of Voters. Every shareholder of record
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shall be entitled at every meeting of shareholders to one vote for every share
standing in his name on the record of shareholders, except as expressly provided
otherwise in this section and except as otherwise expressly provided in the
Certificate of Incorporation of the Corporation.
Treasury shares and shares held by another domestic or foreign
corporation of any type or kind, if a majority of the shares entitled to vote in
the election of directors of
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such other corporation is held by the Corporation, shall not be shares entitled
to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either in
person or by proxy, without transfer of such shares into his name. Shares held
by a trustee may be voted by him, either in person or by proxy, only after the
shares have been transferred into his name as trustee or into the name of his
nominee.
Shares held by or under the control of a receiver may be voted by him
without the transfer thereof into his name if authority so to do is contained in
an order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, or a
nominee of the pledgee.
Redeemable shares which have been called for redemption shall not be
deemed to be outstanding shares for the purpose of voting or determining the
total number of shares entitled to vote on any matter on and after the date on
which written notice of redemption has been sent to holders thereof and a sun
sufficient to redeem such shares has been deposited with a bank or trust company
with irrevocable instruction and authority to pay the redemption price to the
holders of the shares upon surrender of certificates therefor.
Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent or proxy as the by-laws
of such corporation
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may provide, or, in the absence of such provision, as the board of directors of
such corporation may determine.
When shares are registered on the record of shareholders of the
Corporation in the name of, or have passed by operation of law or by virtue of
any deed of trust or other instrument to two or more fiduciaries, and if the
fiduciaries shall be equally divided as to voting such shares, any court having
jurisdiction of their accounts, upon petition by any of such fiduciaries or by
any party in interest, may direct the voting of such shares for the best
interest of the beneficiaries. This paragraph shall not apply in any case where
the instrument or order of the court appointing such fiduciaries shall otherwise
direct how such shares shall be voted.
Notwithstanding the foregoing paragraphs of this section, the
Corporation shall be protected in treating the persons in whose named; shares
stand on the record of shareholders as the owners thereof for all purposes.
Section 1.11. Vote of Shareholders. Directors shall be elected by a
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plurality of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote in the election. Whenever any corporate action, other
than the election of directors, is to be taken by vote of the shareholders, it
shall, except as otherwise required by the Business Corporation Law or by the
Certificate of Incorporation of the Corporation, be authorized by a majority of
the votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.
Section 1.12. Written Consent of Shareholders. Whenever under the
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Business Corporation Law shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken,
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signed by the holders of all outstanding shares entitled to vote thereon. This
paragraph shall not be construed to alter or modify the provisions of any
section of the Business Corporation Law or any provision in the Certificate of
Incorporation of the Corporation not inconsistent with the Business Corporation
Law under which the written consent of the holders of less than all outstanding
shares is sufficient for corporate action.
Written consent thus given by the holders of all outstanding shares
entitled to vote shall have the same effect as a unanimous vote of shareholders.
ARTICLE II
Directors
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Section 2.01. Management of Business; Qualifications of Directors.
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The business of the Corporation shall be managed by its Board of Directors, each
of whom shall be at least twenty-one years of age.
Directors need not be stockholders
The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation and otherwise, is hereby empowered to exercise
all such powers as may be exercised by the Corporation, except as expressly
provided otherwise by the statutes of the State of New York, by the Certificate
of Incorporation of the Corporation and these By-Laws.
Section 2.02. Number. The number of directors constituting the
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entire Board shall not be less than three, except that if and when all the
shares of the Corporation are owned beneficially and of record by less than
three shareholders, the number of directors may be less than three but not less
than the number of shareholders. Subject to the provisions of
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the preceding sentence and of Section 702(b) of the Business Corporation Law,
the number of directors shall be ten and may hereafter be changed from time to
time by action of the shareholders or of the Board
Section 2.03. Election and Term. At each annual meeting of
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shareholders, directors shall be elected to hold office until the next annual
meeting. Subject to the provisions of Section 2.05 hereof, each director shall
hold office until the expiration of the term for which he is elected, and until
his successor has been elected and qualified.
Section 2.04. Resignations. Any director of the Corporation may
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resign at any time by giving written notice to the Board of Directors, the
President or the Secretary or the Corporation. Such resignation shall take
effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the addressee; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 2.05. Removal of Directors. Any or all of the directors may
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be removed at any time (a) for cause by vote of the shareholders or by action of
the Board of Directors or (b) without cause by vote of the shareholders, except
as expressly provided otherwise by Section 706 of the Business Corporation Law.
Newly created directorships resulting from an increase in the number
of directors and vacancies occurring in the Board of Directors for any reason
except the removal of directors without cause may be filled by vote of a
majority of directors then in office although less than a quorum. The Board of
Directors shall fill vacancies occurring in the Board of Directors by reason of
the removal of directors without cause.
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A director elected to fill a vacancy shall be elected to hold office
for the unexpired term of his predecessor.
Section 2.06. Quorum of Directors. At all meetings of the Board of
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Directors, four (4) members of the Board shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as expressly provided otherwise by the
statutes of the State of New York and except as provided in the first sentence
of the second paragraph of Section 2.05, in Section 2.11 and Section 6.10
hereof.
Section 2.07. Annual Meeting. The newly elected Board of Directors
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shall meet immediately following the adjournment of the annual meeting of
shareholders in each year at the same place and no notice of such meeting shall
be necessary.
Section 2.08. Regular Meetings. Regular meetings of the Board of
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Directors may be held at such time and place as shall from time to time be fixed
by the Board and no notice thereof shall be necessary.
Section 2.09. Special Meetings. Special meetings may be called at
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any time by the President, any Vice President, the Treasurer or the Secretary or
by resolution of the Board of Directors. Special meetings shall be held at such
place as shall be fixed by the person or persons calling the meeting and stated
in the notice or waiver of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice
to the Directors or waiver thereof.
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Unless waived, notice of each special meeting of the directors,
stating the time and place of the meeting, shall be given to each director by
delivered letter, by telegram or by personal communication either over the
telephone or otherwise, in each such case not later than the second day prior to
the meeting, or, by mailed letter deposited in the United States mail with
postage thereon prepaid not later than the seventh day prior to the meeting.
Notices of special meetings of the Board of Directors and waivers thereof need
not state the purpose or purposes of the meeting.
Notice of a special meeting need not be given to any director who
submits a signed waiver of notice whether before or after the meetings or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.
Section 2.10. Compensation. Directors shall receive such fixed sums
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and expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 2.11. Committees. The Board of Directors, by resolution
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adopted by a majority of the entire Board, may designate from among its members
an Executive Committee and other committees, each consisting of three or more
directors, and each of which, to the extent provided in the resolution, shall
have all the authority of the Board of Directors, except that no such committee
shall have authority as to the following matters:
(a) The submission to shareholders of any action that needs
shareholders authorization under the Business
Corporation Law.
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(b) The filling of vacancies in the Board of Directors or
in any committee.
(c) The fixing of compensation of the directors for serving
on the Board of Directors or on any committee.
(d) The amendment or repeal of the By-Laws, or the adoption
of new By-Laws.
(e) The amendment or repeal of any resolution of the Board
of Directors which by its terms shall not be so
amendable or repealable.
The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent member or members at any meeting
of such committee. Each such committee shall serve at the pleasure of the Board
of Directors.
Regular meetings of any such committee shall be held at such time and
place as shall from time to time be fixed by such committee and no notice
thereof shall be necessary. Special meetings may be called at any time by any
officer of the Corporation or any member of such committee. Notice of each
special meeting of each such committee shall be given (or waived) in the same
manner as notice of a special meeting of the Board of Directors. A majority of
the members of any such committee shall constitute a quorum for the transaction
of business and the act of a majority of the members present at the time of the
vote, if a quorum is present at such time, shall be the act of the committee.
Section 2.12. Interested Directors. No contract or other transaction
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between the corporation and one or more of its directors, or between the
Corporation and any other corporation, firm, association or other entity in
which one or more of the Corporation's directors are directors or officers, or
are financially interested, shall be either void or voidable for this reason
alone or by reason alone that such director or directors are present at the
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meeting of the Board of Directors, or of a committee thereof, which approves
such contract or transaction, or that his or their votes are counted for such
purpose:
(1) If the fact of such common directorship, officership or
financial interest is disclosed or known to the Board or
committee, and the Board or committee approves such contract
or transaction by a vote sufficient for such purpose without
counting the vote or votes of such interested director or
directors;
(2) If such common directorship, officership or financial
interest is disclosed or known to the shareholders entitled
to vote thereon, and such contract or transaction is approved
by vote of the shareholders; or
(3) If the contract or transaction is fair and reasonable as to
the Corporation at the time it is approved by the Board, a
committee or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which approves
such contract or transaction.
Section 2.13. Loans to Directors. A loan shall not be made by the
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Corporation to any director unless it is authorized by vote of the shareholders.
For this purpose, the shares of the director who would be the borrower shall not
be shares entitled to vote. A loan made in violation of this section shall be a
violation of the duty to the Corporation of the directors approving it, but the
obligation of the borrower with respect to the loan shall not be affected
thereby.
Section 2.14. Written consent of Directors. Whenever under the
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Business Corporation Law Directors are required or permitted to take any action
by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by all of the Directors entitled to vote
thereon.
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Written consent thus given by all the Directors entitled to vote shall
have the same effect as a unanimous vote of the Directors at a regular or
special meeting of the Board.
ARTICLE III
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Officers
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Section 3.01. Election or Appointment, Number. The officers of the
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Corporation shall be elected or appointed by the Board of Directors. The
officers shall be a President, a Secretary, a Treasurer, and such number of
Vice-Presidents, Assistant Secretaries and Assistant Treasurers, and such other
officers, as the Board may from time to time determine. Any person may hold two
or more offices at the same time, except the offices of President and Secretary.
Any officer may, but no officer need , be chosen from among the Board of
Directors
Section 3.02. Term. Subject to the provisions of Section 3.03
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hereof, all officers shall be elected or appointed to hold office until the
meeting of the Board of Directors following the next annual meeting of
shareholders, and each officer shall hold office for the term for which he is
elected or appointed and until his successor has been elected or appointed and
qualified.
The Board may require any officer to give security for the faithful performance
of his duties.
Section 3.03. Removal. Any officer elected or appointed by the Board
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of Directors may be removed by the Board with or without cause.
The removal of an officer without cause shall be without prejudice to
his contract rights, if any. The election or appointment of an officer shall
not of itself create contract rights.
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Section 3.04. Authority. The President shall be the chief executive
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officer of the Corporation and shall direct the policy of the Corporation on
behalf of the Board of Directors. The other officers shall have the authority,
perform the duties and exercise the powers in the management of the Corporation
usually incident to the offices held by them, respectively, and/or such other
authority, duties and powers as may be assigned to them from time to time by the
Board of Directors or the President.
Section 3.05. Voting Securities Owned by the Corporation. Powers of
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attorney, proxies, waivers or notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the maze of
and on behalf of the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as such officer may deem advisable to vote in person or by proxy at any
meeting of security holders of any corporation in which the Corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such securities and which, as the
owner thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.
ARTICLE IV
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Capital Stock
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Section 4.01. Stock Certificates. The shares of the Corporation
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shall be represented by certificates signed by the Chairman of the Board or the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant
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Treasurer of the Corporation, and may be sealed with the seal oil. the
Corporation or a facsimile thereof. The signatures of the officers upon a
certificate ray be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or its
employee. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
Each certificate representing shares shall also set forth such
additional material as is required by subdivisions (b) and (c) of section 508 of
the Business Corporation Law.
Section 4.02. Transfers. Stock of the Corporation shall be
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transferable in the manner prescribed by the laws of the State of New York and
in these By-Laws. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by attorney lawfully
constituted in writing and upon the surrender of the certificate therefor, which
shall be canceled before the new certificate shall be issued.
Section 4.03. Registered Holders. The Corporation shall be entitled
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to treat and shall be protected in treating the persons in whose names shares or
any warrants, rights or options stand on the record of shareholders, warrant
holders, rights holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, any such share, warrant, right or option an the
part of any other person, whether or not the Corporation shall have notice
thereof, except as expressly provided otherwise by the statutes of the State of
New York.
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Section 4.04. New Certificates. The Corporation may issue a new
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certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the directors may, in their
discretion, require the owner of the lost, stolen or destroyed certificate, or
his legal representatives, to give the Corporation a bond sufficient (in the
judgment of the directors) to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or theft of any such
certificate or the issuance of such new certificate. A new certificate may be
issued without requiring any bond when,'in the judgment of the directors, it
improper so to do.
ARTICLE V
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Financial Notices to Shareholders
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Section 5.01. Dividends. When any dividend is paid or any other
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distribution is paid, in whole or in Dart, from sources other than earned
surplus, it shall be accompanied by a written notice (1) disclosing the amounts
by which such dividend or distribution affects stated capital, capital surplus
and earned surplus, or (2) if such amounts are not determinable at the time of
such notice, disclosing the approximate effect of such dividend or distribution
upon stated capital, capital surplus and earned surplus and stating that such
amounts are not yet determinable.
Section 5.02. Share Distribution and Chances. Every distribution to
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shareholders of certificates representing a share distribute on or a change of
shares which affects stated capital, capital surplus or earned surplus shall be
accompanied by a written notice (1) disclosing the amounts by which such
distribution or change affects stated capital, capital surplus and earned
surplus, or (2) if such amounts are not determinable at the time of
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such notice, disclosing the approximate effect of such distribution or change
upon stated capital, capital surplus and earned surplus and stating that such
amounts are not yet determinable.
When issued shares are changed in any manner which affects stated
capital, capital surplus or earned surplus, and no distribution to shareholders
of certificates representing any shares resulting from such change is made,
disclosure of the effect of such change upon the stated capital, capital surplus
and earned surplus shall be made in the next financial statement covering the
period in which such change is made that is furnished by the Corporation to
holders of shares of the class or series so changed or, if practicable, in the
first notice of dividend or share distribution or change that is furnished to
such shareholders between the date of the change of shares and the next such
financial statement, and in any event within six months of the date of such
chance.
Section 5.03. Cancellation of Reacquired Shares. When reacquired
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shares other than converted shares are canceled, the stated capital of the
Corporation shall be reduced by the amount of stated capital then represented by
such shares plus any stated capital not theretofore allocated to any designated
class or series which is thereupon allocated to the shares canceled. The amount
by which stated capital has been reduced by cancellation of reacquired shares
during a stated period of time shall be disclosed in the next financial
statement covering such period that is furnished by the Corporation to all its
shareholders or, if practicable, in the first notice of dividend or share
distribution that is furnished to the holders of each class or series of its
shares between the end of the period and the next such
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financial statement, and in any event to all its shareholders within six months
of the date of the reduction of capital.
Section 5.04. Reduction of Stated Capital. When a reduction of
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stated capital has been effected under Section 516 of the Business Corporation
Law, the amount of such reduction shall be disclosed in the next financial
statement covering the period in which such reduction is made that is furnished
by the Corporation to all its shareholders or, if practicable, in the first
notice of dividend or share distribution that is furnished to the holders of
each class or series of its shares between the date of such reduction and the
next such financial statement, and in any event to all its shareholders within
six months of the date of such reduction.
Section 5.05. Application of Capital Surplus to Elimination of a
------------ --------------------------------------------------
Deficit. Whenever the Corporation shall apply any part or all of its capital
- -------
surplus to the elimination of any deficit in the earned surplus account, such
application shall be disclosed in the next financial statement covering the
period in which such elimination is made that is furnished by the Corporation to
all its shareholders or, if practicable, in the first notice of dividend or
share distribution that is furnished to holders of each class or series of its
shares between the date of such elimination and the next such financial
statement, and in any event to all its shareholders within six months of the
date of such action.
Section 5.06. Conversion of Shares. Should the Corporation issue any
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convertible shares, then, when shares have been converted, disclosure of the
conversion of shares during a stated period of tine and its effect, if any, upon
stated capital shall be made in the next financial statement covering such
period that is furnished by the Corporation to all its
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shareholders or, if practicable, in the first notice of dividend or share
distribution that is furnished to the holders of each class or series of its
shares between the end of such period and the next such financial statement, and
in any event to all its shareholders within six months of the date of the
conversion of shares.
ARTICLE VI
----------
Miscellaneous
-------------
Section 6.01. Offices. The Principal office of the Corporation shall
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be in The City of New York, County of New York, State of New York. The
Corporation may also have offices at other places, within and/or without the
State of New York.
Section 6.02. Seal. The corporate seal shall have inscribed thereon
------------ ----
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal New York".
Section 6.03. Checks. All checks or demands for money shall be
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signed by such person or persons as the Board of Directors may from time to time
determine.
Section 6.04. Fiscal Year. The fiscal year of the Corporation shall
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end on the nearest Saturday to the last day of May and shall begin on the next
day thereafter.
Section 6.05. Books and Records. The Corporation shall keep correct
------------ -----------------
and complete books and records of account and shall keep minutes of the
proceedings of its shareholders, Board of Directors and Executive Committee, if
any, and shall keep at the office of the Corporation in New York State or at the
office of its transfer agent or registrar in New York State, a record containing
the names and addresses of all shareholders the number and class of shares held
by each and the dates when they respectively became the owners of
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record thereof. Any of the foregoing books, minutes or records may be in written
form or in any other Form, capable of being converted into written form within a
reasonable time.
Section 6.06. Duty of Directors and Officers. Directors and officers
------------ ------------------------------
shall discharge the duties of their respective positions in good faith and with
that degree of diligence, care and skill which ordinarily prudent men would
exercise under similar circumstances in like positions. In discharging their
duties, directors and officers, when acting in good faith, may rely upon
financial statements of the Corporation represented to them to be correct by the
President or the officer of the Corporation having charge of its books of
accounts, or stated in a written report by an independent public or certified
public accountant or firm of such accountants fairly to reflect the financial
condition of the Corporation.
Section 6.07. Indemnification of Directors and Officers. The
------------ -----------------------------------------
Corporation shall indemnify any person made, or threatened to be made, a party
to any action or proceeding, whether civil or criminal, by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
Corporation, or served any other corporation in any capacity at the request of
the Corporation while he was such a director or officer, to the maximum extent
authorized and in the manner prescribed by the Business Corporation Law.
The foregoing provisions of this section shall be deemed to be a
contract between the Corporation and each director and officer of the
Corporation who serves in such capacity at any time while this section and the
relevant provisions of the Business Corp6ration Law are in effect, and any
repeal or modification of this section or such provisions of the Business
Corporation Law shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing as it relates to any
action or proceeding
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theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts; provided, however, that the right of indemnification
provided in this section shall not be deemed exclusive of any other rights to
which any director or officer of the Corporation may now be or hereafter become
entitled apart from this section.
Section 6.08. When Notice or Lapse of Time Unnecessary; Notices
------------ -------------------------------------------------
Dispensed with when Delivery is Prohibited. Whenever, under the Business
- ------------------------------------------
Corporation Law or the Certificate of Incorporation or the By-Laws of the
Corporation or by the terms of any agreement or instrument, the Corporation or
the Board of Directors or any committee thereof is authorized to take any action
after notice to any person or persons or after the lapse of a prescribed period
of time, such action may be taken without notice and without the lapse of such
period of time, if at any time before or after such action is completed the
person or persons entitled to such notice or entitled to participate in the
action to be taken or, in the case of a shareholder, by his attorney-in-fact,
submit a signed waiver of notice of such requirements.
Whenever any notice or communication is required to be given to any
person by the Business Corporation Law, the Certificate of Incorporation of the
Corporation or these By-Laws, or by the terms of any agreement or instrument, or
as a condition precedent to taking any corporate action and communication with
such person is then unlawful under any statute of the State of New York or of
the United States or any regulation, proclamation or order issued under said
statutes, then the giving of such notice or communication to such person shall
not be required and there shall be no duty to apply for license or other
permission to do so. Any affidavit, certificate or other instrument which is
required to be
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made or filed as proof of the giving of any notice or communication required
under the Business Corporation Law shall, if such notice or communication to any
person is dispensed with under this paragraph, include a statement that such
notice or communication was not given to any person with whom communication is
unlawful. Such affidavit, certificate or other instrument shall be as effective
for all purposes as though such notice or communication had been personal1y
given to such person.
Section 6.09. Entire Board. As used in these ByLaws, the term,
------------ ------------
"entire Board` means the total number of directors which the Corporation would
have if there were no vacancies.
Section 6.10. Amendment of By-Laws. These By-Laws may be amended or
------------ --------------------
repealed and new By-Laws adopted by the Board of Directors or by vote of the
holders of the shares at the time entitled to vote in the election of any
directors, except that any amendment by the Board changing the number of
directors shall require the vote of a majority of the entire Board and except
that any By-Law adopted by the Board may be amended or resealed by the
shareholders1ders entitled to vote thereon as provided in the Business
Corporation Law.
If any By-Law regulating an impending election of directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the By-
Law so adopted, amended or repealed, together with a concise statement of the
changes made.
Section 6.11. Section Headings and Statutory References. The
------------ -----------------------------------------
headings of the Articles and Sections of these By-Laws and the numbered
references to sections of the Business Corporation Law and certain other
statutes appearing in parentheses throughout these
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By-Laws have been inserted for convenience of reference only and shall not be
deemed to be a part of these By-Laws.
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