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EXHIBIT 3.4
RESTATED BYLAWS
OF
CYCOMM INTERNATIONAL INC.
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ARTICLE I - OFFICES
The office of the Corporation shall be located at 1420 Springhill Road, Suite
420, McLean, VA, 22102, McLean, Virginia. The Corporation may also maintain
offices at such other places within or without the State of Wyoming as the
Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be within three
months after the close of the fiscal year of the Corporation, for the purpose
of electing directors, and transacting such other business as may properly come
before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the Chief Executive Officer, and shall be called by the Chief
Executive Officer or the Secretary at the written request of the holders of ten
percent (10%) of the shares then outstanding and entitled to vote thereat, or
as otherwise required under the provisions of the Business Corporation Act.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings. Meetings may be held telephonically.
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Section 4 - Notice of Meetings:
(a) Written notice of each meeting of shareholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally or by mail, not less than ten nor more than sixty days before the
meeting, upon each shareholder of record entitled to vote at such meeting, and
to any other shareholder to whom the giving of notice may be required by law.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called, and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to the Business Corporation Act, the
notice of such meeting shall include a statement of that purpose and to that
effect. If mailed, such notice shall be directed to each such shareholder at
his address, as it appears on the records of the shareholders of the
Corporation.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by proxy,
or to any shareholder who, in person or by proxy, submits a signed waiver of
notice either before or after such meeting. Notice of any adjourned meeting of
shareholders need not be given, unless otherwise required by statute.
Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person, by telephone, or by proxy of shareholders holding of a
majority of the total number of shares of the Corporation then issued and
outstanding and entitled to vote, shall be necessary and
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sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have no
effect on the existence of a quorum, after a quorum has been established at
such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a
quorum had been present.
Section 6 - Voting:
(a) Except as otherwise provided herein or by statute or by the Articles of
Incorporation, any corporate action to be taken by vote of the shareholders
shall be authorized by a majority of votes cast at a meeting of shareholders by
the holders of shares entitled to vote thereon.
(b) Except as otherwise provided herein or by statute or by the Articles of
Incorporation, at each meeting of shareholders, each holder of record of shares
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share registered in his name on the books of the Corporation. There shall
be no cumulative voting.
(c) Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy by act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from
the date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall
be exhibited to the Secretary at the meeting and shall be filed with the
records of the Corporation. Voting may also occur by way of facsimile
transmission in the case of a shareholder participating by telephone; provided
that such facsimile clearly is intended
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to constitute the shareholder's vote.
(d) Any resolution in writing (whether singular or in several counterparts -
including facsimile counterparts, if followed by signed originals), signed by
all of the shareholders entitled to vote thereon, shall be and constitute
action by such shareholders to the effect therein expressed, with the same
force and effect as if the same had been duly passed by unanimous vote at a
duly called meeting of shareholders and such resolution so signed shall be
inserted in the Minute Book of the Corporation under its proper date.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be three (3) unless
and until otherwise determined by vote of a majority of the entire Board of
Directors.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation or in a written shareholders' agreement or voting trust
agreement, the members of the Board of Directors of the Corporation, who need
not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares entitled to vote in the
election.
(c) Each director shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor is elected
and qualifies, or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control and management of
the general and major affairs, property and interests of the Corporation,
except as are in the Articles of Incorporation or by statute or separate
agreement expressly conferred upon or reserved to the shareholders, or others.
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Section 3 - Annual and Regular Meetings; Notice:
(a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place of
such annual meeting of the shareholders.
(b) The Board of Directors, from time to time, may provide by resolution for
the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix or
change the time or place of any regular meeting, notice of such action shall be
given to each director who shall not have been present at the meeting at which
such action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.
Section 4 - Special Meetings; Notice:
(a) Special Meetings of the Board of Directors shall be held whenever called
by the Chief Executive Officer or by the Chairman of the Board, at such time
and place as may be specified in the respective notices or waivers of notice
thereof.
(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business at least two (2)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by facsimile, telegram, radio or cable, or shall be delivered to
him personally or given to him orally by telephone or in person, not later than
the day before the day on which the meeting is held. A notice, or waiver or
notice, except as required by Section 3 of this Article III, need not specify
the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting
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without protesting prior thereto or at its commencement, the lack of notice to
him, or who submits a signed waiver of notice, whether before or after the
meeting. Notice of any adjourned meeting shall not be required to be given.
Section 5 - Chairman:
At all meetings of the Board of Directors, the Chief Executive Officer, if
present, shall preside. If there shall be no Chief Executive Officer, or he
shall be absent, then the President shall preside, and in his absence, a
Chairman chosen by the Directors shall preside.
Section 6 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence in person or by
telephone conference call of a majority of the entire Board shall be necessary
and sufficient to constitute a quorum for the transaction of business, except
as otherwise provided by law, by the Articles of Incorporation, by a
shareholders agreement or by these Bylaws.
(b) A majority of the directors present at the time and place of any regular
or special meeting, although less than a quorum, may adjourn the same from time
to time without notice, until a quorum shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold unless the bylaws or a shareholder's agreement executed by the
Corporation provides for some other method of weighting their votes.
(b) Except as otherwise provided by statute, by the Articles of Incorporation,
by these Bylaws or a shareholder's agreement to which the Corporation is a
signatory, the action of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors.
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(c) Any action authorized, in writing (whether a single document or in several
counterparts and including a facsimile transmission subsequently followed by an
original counterpart), signed by all of the directors entitled to vote thereon
and filed with the minutes of the Corporation shall be as if the same had been
passed by unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
Any vacancy in the Board of Directors occurring by reason by an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9 - Resignation:
Any director may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
Section 10 - Removal:
Except to the extent it is proscribed or limited by a separate agreement, any
director may be removed with or without cause at any time by the written
election to do so signed by shareholders holding a majority of outstanding
shares of the Corporation, or at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of the Board.
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Section 11 - Salary:
No stated salary shall be paid to directors, as such, for their services, but
by resolution of the Board of Directors a fixed sum and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of the
board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 12 - Contracts:
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other Corporation, provided that
such facts are disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact
of such interest be disclosed or made known to the Board of Directors, and
provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such
director) of a majority of a quorum, notwithstanding the presence of any such
director at the meeting at which such action is taken. Such director or
directors may be counted in determining the presence of a quorum at such
meeting. This Section shall not be construed to impair or invalidate or in any
way affect any contract or other transaction which would otherwise be valid
under the law (common, statutory or otherwise) applicable thereto.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire Board
may from time to time designate from among its members an executive committee
and such other
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committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualification, Election and Term of Office:
(a) The officers of the Corporation shall consist of a Chief Executive
Officer, a President, a Secretary and a Treasurer, and such other officers,
including a Chairman of the Board of Directors, and one or more Vice
Presidents, as the Board of Directors may from time to time deem advisable.
Any officer other than the Chairman of the Board of Directors may be, but is
not required to be, a director of the Corporation. Any two or more offices may
be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the Chief Executive Officer or the Secretary
of the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
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Any officer may be removed, either with or without cause, and a successor
elected by the Board at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as follows:
a. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
principal executive officer of the Corporation and, subject to the general
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 except
those which shall be required by law, by these Bylaws or by the Board of
Directors to be otherwise signed or executed; and in general shall perform all
duties as may be prescribed by the Board of Directors from time to time.
b. PRESIDENT. The President, if any, shall in the absence or
disability of the Chief Executive Officer, exercise the powers and perform the
duties of the Chief Executive Officer, and the President shall exercise such
other powers and perform such other duties as shall be prescribed by the Board
of Directors.
c. SECRETARY. The Secretary shall: (a) prepare and keep the minutes
of the shareholders and of the Board of
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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
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation and see to it that the corporate seal 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; (e) sign with the Chief Executive Officer, President or a Vice
President certificates for the share of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the share transfer books of the Corporation; (g) authenticate
records of the Corporation and (h) 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 Chief Executive Officer, President or by the Board of
Directors.
d. TREASURER. 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. He shall:
(a) have charge and custody of and be responsible for all funds an securities
of the corporation; receive and given receipts for monies due and payable to
the corporation from any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these Bylaws; and (b) in
general perform all of the duties incident to the office of treasurer and such
other duties as from time to time be assigned to him by the Board of Directors.
Section 6 - Contracts, Loans, Checks and Deposits:
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.
2. LOANS. No loans shall be contracted on behalf of
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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.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
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.
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 Board of Directors may select.
Section 7 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and
with such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 8 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the Chief Executive Officer, President, any Vice President,
or such other person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificates of Stock:
(a) The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of
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Directors, and shall be numbered and registered in the order issued. They
shall bear the holder's name and the number of shares, and shall be signed by
(i) Chairman of the Board, Chief Executive Officer, President or a Vice
President and (ii) the Secretary or any Assistant Secretary, and may bear the
Corporation seal.
(b) No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.
(c) The Board of Directors may authorize the issuance of certificates for
fractions of a share which shall entitle the holder to exercise voting rights,
receive dividends and participate in liquidating distributions, in proportion
to the fractional holdings; or it may authorize the payment in cash of the fair
value of fractions of a share as of the time when those entitled to receive
such fractions are determined; or it may authorize the issuance, subject to
such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not entitle the
holder to any rights of a shareholder, except as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board of Directors may direct, and with such surety or sureties as may be
satisfactory to the Board of Directors, to indemnify the Corporation against
any claims, loss, liability or damage it
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may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board of Directors, it is proper so to do.
Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share of shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interests in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days,
as the record date for the determination of shareholders entitled to receive
notice of, or to vote at any meeting of shareholders entitled to receive
payment of any dividends, or allotments of any rights, or for the purpose of
any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or vote at a meeting of
shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on
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which the resolution of the directors relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or vote at any
meeting of shareholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix
a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - INDEMNIFICATION
Section 1 - Power to Indemnify:
(a) The Corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he or she is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with such
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action, suit, or proceeding if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
(b) The Corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation;
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Corporation unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
Section 2 - Reimbursement for Expenses; Advances of Expenses:
(a) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding
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referred to in paragraphs (a) or (b)of Section 1 of this Article IX, or in
defense of any claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith.
(b) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit, or proceeding as authorized in
the manner provided in Section 3 of this Article IX upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to
repay that amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this section.
Section 3 - Determination of Indemnification:
Any indemnification under paragraphs (a) or (b) of Section 1 of this Article IX
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because the
applicable standard of conduct has been met as set forth in paragraph (a) or
(b) of Section 1 of this Article IX. Such determination shall be made: (1) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding; (2) if a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (3) by the
shareholders.
Section 4 - Nonexclusivity of Indemnification:
The indemnification provided by this section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a
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director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person.
Section 5 - Insurance:
The Corporation shall have power to purchase and maintain insurance on behalf
of any persons who are or were directors, officers, employees, or agents of the
Corporation, or are or were serving at the request of the Corporation as
directors, officers, employees, or agents of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against them and incurred by them in any such capacity or arising out of their
status whether or not the Corporation would have the power to indemnify them
against such liability under the provisions of this section.
ARTICLE X - AMENDMENTS
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation
The undersigned certifies the foregoing Bylaws have been adopted as the
Restated Bylaws of the Corporation, in accordance with the requirements of the
Business Corporation Act.
Dated: ________________________ _____________________________
Secretary
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