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EXHIBIT (4b1)
AMENDED AND RESTATED AS OF FEBRUARY 19, 1987
BYLAWS
OF
FINA OIL AND CHEMICAL COMPANY
(a Delaware Corporation)
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ARTICLE 1.
Offices.
Section 1. Principal office in Delaware. The principal registered
office of Fina Oil and Chemical Company (hereinafter called the Corporation),
in the State of Delaware shall be in the City of Wilmington, and the registered
agent in charge thereof shall be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may have a principal or
other office or offices at such other place or places, either within or without
the State of Delaware, as the Board of Directors may from time to time
determine or as shall be necessary or appropriate for the conduct of the
business of the Corporation.
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Article II.
Meeting of Stockholders.
Section 1. Place of Meeting. All meetings of stockholders shall be
held at the head office of the Corporation or at such place or places as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices or waivers of notice thereof.
Section 2. Annual Meetings. The annual meeting of stockholders for the
election of directors and the transaction of other business shall be held on
the first Wednesday of April immediately following the tenth day of such month
in each year. If this date shall fall upon a legal holiday, the meeting shall
be held on the next succeeding business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.
Section 3. Special Meetings. A special meeting of the stockholders, or
any class thereof entitled to vote, for any purpose or purposes, may be called
at any time by the Chairman of the Board or the President or by order of the
Board of Directors and shall be called by the Chairman of the Board or the
President or the Secretary upon the written request of stockholders holding of
record at least
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a majority of the outstanding shares of stock of the Corporation entitled to
vote at such meeting.
Section 4. Notice of Meetings. Except as otherwise expressly required
by law, notice of each meeting of stockholders, whether annual or special,
shall be given at least ten days before the date on which the meeting is to be
held, to each stockholder of record entitled to vote thereat by delivering a
notice thereof to him personally, or by mailing such notice in a postage
prepaid envelope directed to him at his address as it appears on the stock
ledger of the Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be directed to
another address, in which case such notice shall be directed to him at the
address designated in such request. Every notice of a special meeting of the
stockholders, besides stating the time and place of the meeting, shall state
briefly the objects or purposes thereof. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and, if any stockholder shall, in person or by
attorney thereunto authorized, in writing or by telegraph, cable or wireless,
waive notice of any meeting of the stockholders, whether prior to or after such
meeting, notice thereof need not be given to him. Notice of any adjourned
meeting of the stockholders shall not be
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required to be given, except where expressly required by law. No business other
than that stated in the notice shall be transacted at any meeting without
unanimous consent of all the stockholders entitled to vote thereat.
Section 5. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the
stock ledger to prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order. Such list shall be open for ten days as
specified in the Notice of the meeting, or, if not so specified at the place
where said election is to be held to the examination of any stockholder and
shall be produced and kept at the time and place of the election during the
whole time thereof and subject to the inspection of any stockholder who may be
present. The original or a duplicate stock ledger shall be the only evidence as
to who are the stockholders entitled to examine such list or the books of the
Corporation or to vote in person or by proxy at such election.
Section 6. Quorum. At each meeting of the stockholders, the holders of
record of 25% of the issued and outstanding stock of the Corporation entitled
to vote at such meeting, present in person or by proxy, shall constitute a
quorum for the transaction of business, except where otherwise provided by law,
the Certificate of
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Incorporation or these Bylaws. In the event that any business to be transacted
at such meeting requires the affirmative vote of any class of stock of the
Corporation, 25% of the issued and outstanding stock of such class, present in
person or by proxy, shall constitute a quorum for the transaction of such
business, except where otherwise provided by law, the Certificate of
Incorporation or these Bylaws. In the absence of a quorum, any officer entitled
to preside at, or act as Secretary of, such meeting, shall have the power to
adjourn the meeting from time to time until a quorum shall be constituted. At
any such adjourned meeting at which a quorum shall be present any business may
be transacted which might have been transacted at the meeting as originally
called, but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
Section 7. Voting. At every meeting of stockholders each holder of
record of the issued and outstanding stock of the Corporation entitled to vote
at such meeting shall be entitled to one vote in person or by proxy for each
such share of stock entitled to vote held by such stockholder, but no proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period and, except where the transfer books of the Corporation shall
have been closed or a date shall have been fixed as
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the record date for the determination of stockholders entitled to vote, no
share of stock shall be voted on at any election for directors which shall have
been transferred on the books of the Corporation within twenty days next
preceding such election of directors. Shares of its own capital stock belonging
to the Corporation directly or indirectly shall not be voted upon directly or
indirectly. At all meetings of the stockholders, quorum being present, all
matters shall be decided by a majority vote of the shares of stock entitled to
vote held by stockholders present in person or by proxy, except as otherwise
required by the laws of the State of Delaware and except as otherwise specified
in the Certificate of Incorporation of the Corporation. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed by the Chairman of
the meeting or required by the laws of the State of Delaware, the vote thereat
on any question need not be by ballot. On a vote by ballot, each ballot shall
be signed by the stockholder voting, or in his name by his proxy, if there be
such proxy, and shall state the number of shares voted by him. Whenever the
vote of stockholders at a meeting thereof is required or permitted to be taken
in connection with any corporate action by any provisions of the laws of the
State of Delaware or of the Certificate of Incorporation or of
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these Bylaws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.
ARTICLE III.
Board of Directors.
Section 1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.
Section 2. Number and Term of Office. The number of directors shall be
fixed from time to time by resolution of the Board of Directors, but such
number may not be more than fifteen nor less than three. Directors need not be
stockholders. Each director shall hold office until the annual meeting of the
stockholders next following his election and until his successor shall have
been elected and shall qualify, or until his death, resignation, or removal.
Section 3. Quorum and Manner of Acting. Unless otherwise provided by
law, the presence of one-third of the whole Board of Directors, and in any case
not less than three directors, shall be necessary to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum
shall be
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present. Notice of any adjourned meeting need not be given. At all meetings of
directors, a quorum being present, all matters shall be decided by the
affirmative vote of a majority of the directors present, except as otherwise
required by the laws of the State of Delaware.
Section 4. Place of Meetings, etc. The Board of Directors may hold its
meetings and keep the books and records of the Corporation, at such place or
places within or without the State of Delaware, as the Board may from time to
time determine.
Section 5. Annual Meeting. After each annual meeting of stockholders
for the election of directors, the Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business. Notice of such meeting shall be given as hereinafter provided for
special meetings of the Board of Directors in Article III, Section 7.(b) of
these Bylaws or in a consent and waiver of notice thereof signed by all the
directors.
Section 6. Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination and notice thereof has been once given
to each member of the Board of
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Directors, regular meetings may be held without further notice being given.
Section 7. Special Meetings; Notice. (a) Special meetings of the
Board of Directors shall be held whenever called by the Chairman of the Board
or the President or by a majority of the directors. (b) Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business, at least ten days before the date on which the meeting
is to be held, or shall be sent to him at each place by telegraph, cable, radio
or wireless, or be delivered personally or by telephone, not later than the day
before the day on which such meeting is to be held. Each such notice shall
state the time and place of the meeting but need not state the purposes thereof
except as otherwise required by these Bylaws, the Certificate of Incorporation
or the laws of the State of Delaware. In lieu of the notice to be given as set
forth above, a waiver thereof in writing, signed by the director or directors
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto for purposes of this Section 7. No notice to or
waiver by any director with respect to any Special Meeting shall be required if
such director shall be present at said meeting.
Section 8. Resignation. Any director of the Corporation may resign at
any time by giving written notice to
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the Chairman of the Board, or the Secretary of the Corporation. The resignation
of any director shall take effect upon receipt of notice thereof or at such
later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 9. Removal. Any elected director may be removed at any time as
provided in the Certificate of Incorporation of the Corporation.
Section 10. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled as provided in the Certificate of Incorporation of the Corporation.
Section 11. Compensation of Directors. The directors shall be entitled
to be reimbursed for any expenses paid by them on account of attendance at any
regular or special meeting of the Board of Directors, and the Board may provide
that the Corporation shall pay each director such compensation for his services
as such as may be fixed by resolution of the Board. Nothing herein contained
shall be construed to preclude any director from serving the Corporation or any
subsidiary thereof in any other capacity and receiving compensation therefor.
Section 12. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to
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consist of two or more directors of the Corporation, which to the extent
provided in the resolution or in the Bylaws, shall have and may exercise such
powers of the Board in the management of the business and affairs of the
Corporation (including the power to authorize the seal of the Corporation to be
affixed to all papers which may require it), as the Board may by resolution
determine and specify in the respective resolutions appointing them, subject to
such restrictions as may be contained in the Certificate of Incorporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. The committees
shall keep regular minutes of their proceedings and report the same to the
Board when required. A majority of all the members of any such committee may
fix its rules of procedure, determine its action and fix the time and place,
whether within or without the State of Delaware, of its meetings and specify
what notice thereof, if any, shall be given, unless the Board of Directors
shall otherwise by resolution provide. The Board of Directors shall have power
to change the membership of any such committee at any time, to fill vacancies
therein and to discharge any such committee, either with or without cause, at
any time. Each member of any such committee shall be paid such fee, if any, as
shall be fixed by the Board of Directors for each meeting of such committee
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which he shall attend and, in addition, such transportation and other expenses
actually incurred by him in going to the meeting of such committee and
returning therefrom.
ARTICLE IV.
Officers.
Section 1. Number. The principal officers of the Corporation shall be
a Chairman of the Board, a President, an Executive Vice President, one or more
Vice Presidents, a Chief Financial Officer, a Treasurer, and a Secretary. The
Corporation may also have, at the discretion of the Board of Directors, such
other officers as may be appointed in accordance with the provisions of these
Bylaws. None of the officers, except the Chairman of the Board of Directors and
the President, need be directors. One person may hold the offices and perform
the duties of any two or more of said offices, except the offices and duties of
the Chairman of the Board, President, and Vice President, or of Chairman of the
Board, President and Secretary.
Section 2. Election and Term of Office. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly chosen and shall qualify, or until his death or until he shall
resign or shall have been removed in the manner herein provided.
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Section 3. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or
more Assistant Treasurers, one or more Assistant Secretaries and such other
officers, agents and employees as the Board of Directors may deem necessary,
each of whom shall hold office for such period, have such authority, and
perform such duties as the Board or the President may from time to time
determine. The Board of Directors may delegate to any principal officer the
power to appoint and to remove any such subordinate officers, agents or
employees.
Section 4. Removal. Any officer may be removed, either with or without
cause, at any time, by resolutions adopted by the Board of Directors at any
regular meeting of the Board or at any special meeting of the Board called for
the purpose at which a quorum is present.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall take effect upon receipt of such notice
or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
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Section 6. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these Bylaws for
election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the Board shall have
the power to call Special Meetings of the Stockholders and of the Board of
Directors of the Corporation for any purpose or purposes, in accordance with
the provisions of the Certificate of Incorporation and these Bylaws. He shall
preside at all meetings of the stockholders and the Board of Directors, unless
he shall be absent or incapacitated or unless he shall, at his option,
designate the President or, in the absence or incapacity of the President,
another officer of the Corporation to preside in his stead at a particular
meeting. The Chairman shall possess the same power as the President to execute
and deliver all certificates, contracts and other instruments of the
Corporation. During the absence or disability of the President, he shall
exercise all the powers and discharge all the duties of the President. He shall
perform such other duties which may be assigned to him by the Board of
Directors.
Section 8. President. The President shall be the Chief Executive
Officer of the Corporation and as such shall have general supervision of the
affairs of the Corporation, subject to the control of the Board of
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Directors. In the event the office of Chairman of the Board is vacant, or in
the absence or incapacity of the Chairman of the Board, the President shall
assume all the duties, responsibilities, powers and authority of the Chairman
of the Board. He may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, except in cases in
which the authority to enter into such contract or execute and deliver such
instrument, as the case may be, shall be otherwise expressly delegated. In
general, he shall perform all duties and exercise all powers incident to the
office of President, as herein defined, and all such other duties as from time
to time may be assigned to him by the Board of Directors. He shall have the
power to call special meetings of the stockholders and of the Board of
Directors of the Corporation for any purpose or purposes, in accordance with
the provisions of the Certificate of incorporation and these Bylaws.
Section 9. Executive Vice President. The Executive Vice President
shall be the Chief Operating Officer of the Corporation and shall serve as
chief executive assistant to the President. The Executive Vice President shall
assume such duties and exercise such powers as the Board of Directors or the
President shall from time to time delegate to him, and shall at all times
actively supervise and carry out the executive functions and
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activities devolving upon the office of Executive Vice President, subject to
the guidance, direction and authority of the President. In the absence or
incapacity of the Chairman of the Board and President, he shall assume all
duties, responsibilities powers and authority of the President. The Executive
Vice President may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, except in cases where
the authority to enter into such contract or execute and deliver such
instrument, as the case may be, shall be otherwise delegated.
Section 10. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Chairman of the Board, the President, and the
Executive Vice President, perform the duties and exercise the powers of the
Chairman of the Board, the President and the Executive Vice President. Any Vice
President may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, except in cases where the authority
to enter into such contract or execute and deliver such instrument, as the case
may be, shall be otherwise delegated. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe.
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Section 11. Chief Financial Officer. The Chief Financial Officer shall
be responsible for the Company's overall financial planning, supervising of the
treasury function, relations with banks and financial community, and procuring
financings for operations and acquisitions; and, in general, shall perform such
other duties as from time to time may be assigned to him by the President or
the Board of Directors.
Section 12. Treasurer. The Treasurer shall report to the Chief
Financial Officer and shall have charge and custody of, and be responsible for,
all funds and securities of the Corporation and shall deposit all such funds in
the name of the Corporation in such banks or other depositories as shall be
selected by the Board of Directors. He shall exhibit at all reasonable time his
books of account and records to any of the directors of the Corporation upon
application during business hours at the office of the Corporation where such
books and records shall be kept; when requested by the Board of Directors,
shall render a statement of the condition of the finances of the Corporation at
any meeting of the Board or at the annual meeting of stockholders; shall
receive, and give receipt for, moneys due and payable to the Corporation from
any source whatsoever; and, in general, shall perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or the Board
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of Directors. The Treasurer shall give such bond, if any, for the faithful
discharge of his duties as the Board of Directors may require.
Section 13. Secretary. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose;
shall see that all notices required to be given by the Corporation are duly
given and served; shall have charge of the stock records of the Corporation;
shall see that all reports, statements and other documents required by law are
properly kept and filed; and in general, shall perform all the duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
Section 14. Salaries. The salaries of the principal officers and the
Chairman of the Board, if there be one, shall be fixed from time to time by the
Board of Directors, and the salaries of any other officers may be fixed by the
President.
ARTICLE V.
Shares and Their Transfer.
Section 1. Certificate for Stock. Every stockholder of the Corporation
shall be entitled to a
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certificate or certificates, to be in such form as the Board of Directors shall
prescribe, certifying the number and class of shares of the capital stock of
the Corporation owned by him. The designations, preferences and relative,
participating, optional or other special rights of each class and the
qualifications, limitations or restrictions of such preferences or rights shall
be set forth in full or summarized on the face or back of the certificate which
the Corporation shall issue to represent such class of stock.
Section 2. Stock Certificate Signature. The certificates for the
respective classes of such stock shall be numbered in the order in which they
shall be issued and shall be signed by the Chairman of the Board, the President
or any Vice President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation and its seal shall be
affixed thereto; provided, however, that, where such certificate is signed (1)
by a transfer agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, if the Board shall by
resolution so authorize, the signature of such Chairman of the Board,
President, Vice President, Treasurer, Secretary, Assistant Treasurer or
Assistant Secretary and the seal of the Corporation may be facsimile. In case
any officer or officers of the
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Corporation who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to be
such officer or officers, whether by reason of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been affixed thereto, had not ceased to be such officer
or officers.
Section 3. Stock Ledger. A record shall be kept by the Secretary,
transfer agent or by any other officer, employee or agent designated by the
Board of Directors of the name of the person, firm, or corporation holding the
stock represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Section 4. Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been canceled,
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except in cases provided for in Section 7 of this Article V.
Section 5. Transfers of Stock. Transfers of shares of the capital
stock of the Corporation shall be made only on the books of the Corporation by
the registered bolder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation, or
with a transfer clerk or a transfer agent appointed as in Section 6 of this
Article V; provided, and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon. The person
in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation; provided,
however, that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
Corporation, shall be so expressed in the entry of transfer.
Section 6. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or these Bylaws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation. It may appoint, or
authorize any principal officer or officers to appoint, one or more transfer
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clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of any of
them.
Section 7. Lost, Destroyed, or Mutilated Certificates. As a condition
of the issue of a new certificate of stock in the place of any certificate
theretofore issued alleged to have been lost, stolen, mutilated or destroyed,
the Board of Directors, in its discretion, may require the owner of any such
certificate, or his legal representatives, to give the Corporation a bond in
such sum and in such form as it may direct, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft, mutilation or destruction of any such certificate or the issuance of
such new certificate. Proper and legal evidence of such loss, theft, mutilation
or destruction shall be procured for the Board of Directors, if required. The
Board of Directors, in its discretion, may refuse to issue such new
certificate, save upon the order of some court having jurisdiction in such
matters.
Section 8. Closing of Transfer Books. The Board of Directors may, by
resolution, direct that the stock transfer books of the Corporation be closed
for a period not exceeding fifty days preceding the date of any meeting of the
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any
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rights, or the date when any change or conversion or exchange of capital stock
of the Corporation shall go into effect, or for a period not exceeding fifty
days in connection with obtaining the consent of stockholders for any purpose.
In lieu of such closing of the stock transfer books, the Board may fix in
advance a date, not exceeding fifty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, such meeting, and any adjournment thereof, or to
receive payment of any dividend, or to receive any such allotment of rights, or
to exercise the rights in respect of any such change, conversion, or exchange
of capital stock or to give such consent, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any record date
so fixed.
ARTICLE VI
Miscellaneous Provisions.
Section 1. Corporate Seal. The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the
name of the Corpora-
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tion and the words and figures showing that it was incorporated in the State of
Delaware in the year 1956. The Secretary shall be the custodian of the seal.
The Board of Directors may authorize a duplicate seal to be kept and used by
any other officer.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end
at the close of business on the 31st day of December in each year.
Section 3. Voting of Stocks owned by the Corporation. The Chairman of
the Board or President may authorize any person in behalf of the Corporation to
attend, vote and grant proxies to be used at any meeting of stockholders of any
corporation in which the Corporation may hold stock.
Section 4. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
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directors shall deem conducive to the interests of the Corporation.
ARTICLE VII.
Amendments.
The Bylaws of the Corporation may be altered, amended or repealed
either by the affirmative vote or a majority of the stock issued and outstanding
and entitled to vote in respect thereof and represented in person or by proxy at
any annual or special meeting of the stockholders, provided that notice of the
proposal so to alter or repeal or to make such Bylaws be included in the notice
of such meeting, or by the affirmative vote of a majority of the directors then
in office given at any regular or special meeting of the Board of Directors,
provided that notice of the proposal so to alter or repeal or amend such Bylaws
be included in the notice of any special meeting of the Board of Directors.
Bylaws, whether made or altered by the stockholders or by the Board of
Directors, shall be subject to alteration or repeal by the stockholders as in
this Article VII above provided.
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