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EXHIBIT 3.2
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AMENDED AND RESTATED
BYLAWS
OF
FLEETWOOD CREDIT RECEIVABLES CORP.
(a California corporation)
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Amended and Restated August 15, 1996
Adopted January 17, 1991
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AMENDED AND RESTATED
BYLAWS
OF
FLEETWOOD CREDIT RECEIVABLES CORP.
Index
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ARTICLE I
Offices
Section 1.01. Principal Executive Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Shareholders
Section 2.01. Annual Meeting and Election of Directors . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.02. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.03. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.04. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.05. Conduct of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.06. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.07. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.08. Telephone and Similar Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.09. Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Directors
Section 3.01. Number 3
Section 3.02. Qualification-Independent Director; Election; Term . . . . . . . . . . . . . . . . . . 3
Section 3.03. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.04. Meetings of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.05. Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.06. Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.07. Executive Committee of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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Section 3.08. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.09. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.10. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.11. Telephone and Similar Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.12. Written Action or Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV
Indemnification of Directors,
Officers and Other Corporate Agents
Section 4.01. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.02. Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.03. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V
Officers
Section 5.01. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.02. Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.03. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.04. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.05. Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.06. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.07. Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.08. Controller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.09. Assistant Vice Presidents; Assistant Secretaries; Assistant Treasurers
and Other Subordinate Officers . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.10. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.11. Removal or Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VI
Amendments
Section 6.01. Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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ARTICLE VII
General Provisions
Section 7.01. Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.02. Method of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.03. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.04. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.05. Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.06. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.07. Relation to the Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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AMENDED AND RESTATED
BYLAWS
OF
FLEETWOOD CREDIT RECEIVABLES CORP.
(a California corporation)
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ARTICLE I
Offices
Section 1.01. Principal Executive Office. The principal executive
office of Fleetwood Credit Receivables Corp. ("Corporation") shall be at 22840
Savi Ranch Parkway, Yorba Linda, California 92687 or at such other location as
the Board of Directors shall designate.
Section 1.02. Other Offices. The Corporation may also have offices
at such other places both within and without the State of California as the
Board of Directors ("Board"), the Chief Executive Officer, the Chief Operating
Officer or the President may from time to time determine or the business of the
Corporation may require.
ARTICLE II
Shareholders
Section 2.01. Annual Meeting and Election of Directors. The annual
meeting of stockholders shall be held on the third Friday of February in each
year. Should said day be a legal holiday, such annual meeting shall be held on
the preceding regular business day. If, for any reason, the annual meeting be
not held at the time aforesaid, the board of directors or the president shall
fix another date for such meeting.
Section 2.02. Special Meetings. Special meetings of the stockholders
may be held at any time upon the call of the board of directors, or of the
president, or of stockholders holding not less than one-fourth (1/4) of the
outstanding shares entitled, by the Articles of Incorporation and by the
General Corporation Law of the state of its incorporation, to vote on the
business proposed to be transacted thereat.
Section 2.03. Place of Meetings. Each Annual or Special Meeting of
Shareholders shall be held at such location as may be determined by the Board,
or if no such determination is made, at such place as may be determined by the
Chief Executive Officer, the Chief
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Operating Officer or the President. If no location is so determined, any
Annual or Special Meeting shall be held at the principal executive office of
the Corporation.
Section 2.04. Notice of Meetings. Notice of each Annual or Special
Meeting of Shareholders shall contain such information, and shall be given to
such persons at such time, and in such manner, as the Board shall determine, or
if no such determination is made, as the Chief Executive Officer, the Chief
Operating Officer or the President shall determine, subject to the requirements
of applicable law.
Section 2.05. Conduct of Meetings. Subject to the requirements of
applicable law, all Annual and Special Meetings of Shareholders shall be
conducted in accordance with such rules and procedures as the Board may
determine and, as to matters not governed by such rules and procedures, as the
Chairman of such Meeting shall determine.
Section 2.06. Quorum. The holders of a majority of the shares issued
and outstanding and entitled to vote at a Meeting of the Shareholders shall be
requisite and shall constitute a quorum thereat for the transaction of business
except as otherwise provided by statute, by the Articles of Incorporation
("Articles") or by these Bylaws. If a quorum is not present or represented at
a Meeting of the Shareholders, the shareholders entitled to vote shall have
power to reschedule the Meeting from time to time, without notice other than an
announcement at the Meeting, until a quorum is present or represented. At any
rescheduled Meeting at which a quorum is present or represented, any business
may be transacted that might have been transacted at the Meeting as originally
notified.
Section 2.07. Action Without Meeting. Any action required by statute
to be taken at a Meeting of the Shareholders, or any action that may be taken
at a Meeting of the Shareholders, may be taken without a Meeting, without prior
written notice and without a vote if a consent in writing, setting forth the
action, shall be signed by the holders of the outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a Meeting at which all shares entitled to vote thereon were
present and voted. The signed consent or a signed copy shall be placed in the
Minute Book of the Corporation and prompt notice of the taking of the corporate
action shall be given to those shareholders who have not consented in writing.
Section 2.08. Telephone and Similar Meetings. Shareholders may
participate in and hold a Meeting by means of which all persons participating
in the Meeting can hear each other. Participation in such a Meeting shall
constitute presence in person at the Meeting, unless a shareholder participates
in the Meeting for the express purpose of objecting to the transaction of any
business on the ground that the Meeting is not lawfully called or convened.
Section 2.09. Annual Report. So long as the Corporation shall have
less than 100 holders of record of its shares, the requirement that an annual
report complying with Section 1501 of the California General Corporation Law be
sent to the shareholders shall be waived. Nothing in this Section 2.09 shall
prohibit the Board from sending an annual report to the shareholders.
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ARTICLE III
Directors
Section 3.01. Number. The authorized number of Directors on the
Board shall not be less than four (4) nor more than six (6) unless changed by a
Bylaw duly adopted either by the Board or the shareholders amending this
Section 3.01. The exact number of Directors shall be fixed, from time to time
within the limits specified, by resolution duly adopted either by the Board or
the shareholders.
Section 3.02. Qualification-Independent Director; Election; Term.
(a) Of the authorized number of Directors provided in Section
3.01, the Corporation shall at all times, except as noted hereafter, have at
least two Directors (each, an "Independent Director") who is not (i) a
director, officer or employee of any affiliate of the Corporation; (ii) a
person related to any officer or director of any affiliate of the Corporation;
(iii) a holder (directly or indirectly) of more than 10% of any voting
securities of any affiliate of the Corporation; or (iv) a person related to a
holder (directly or indirectly) of more than 10% of any voting securities of
any affiliate of the Corporation. In the event of the death, incapacity,
resignation or removal of all Independent Directors, the Board shall promptly
appoint an Independent Director for each Independent Director whose death,
incapacity, resignation or removal caused the related vacancy on the Board;
provided, however, that the Board shall not vote on any matter unless and until
at least two Independent Directors have been duly appointed to serve on the
Board.
(b) Except as otherwise provided by Sections 3.08 and 3.09 of
these Bylaws, the Directors shall be elected at the Annual Meeting of
Shareholders.
(c) Each Director elected shall hold office until the next Annual
Meeting of Shareholders and until his successor has been elected and qualified
or until his death, resignation, retirement, disqualification or removal.
Section 3.03. Powers. Subject to limitations of the Articles, of the
Bylaws, and of the California General Corporation Law relating to actions
required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under direction of the Board. The Board may
delegate the management of the day-to-day operation of the business of the
Corporation to the officers of the Corporation or other persons provided that
the business and affairs of the Corporation shall be managed by and all
corporate powers shall be exercised under the ultimate direction of the Board.
Section 3.04. Meetings of the Board. Each Meeting of the Board shall
be held at a location determined as follows. The Board may designate any
place, within or without the State of California, for the holding of any
Meeting. If no such designation is made, the Meeting shall be held at the
Corporation's principal executive office. Subject to the requirements of
applicable law, all Meetings of the Board shall be conducted in accordance
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with such rules and procedures as the Board may approve and, as to matters not
governed by such rules and procedures, as the Chairman of such Meeting shall
determine.
Section 3.05. Action by Consent. Any action required or permitted to
be taken at any Meeting of the Board or of any committee thereof may be taken
without a Meeting if a written consent, setting forth the action so taken, is
signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the Secretary of the Corporation and
placed in the Minute Book. Such consent shall have the same force and effect
as a unanimous vote at a Meeting of such Board or committee.
Section 3.06. Committee. The Board may, by resolution adopted by a
majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the Directors of the Corporation. Any such
committee, to the extent provided in the resolution of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have any powers or authority in reference to:
(a) the approval of any action for which the California
General Corporation Law also requires shareholders' approval or
approval of the outstanding shares;
(b) amending the Articles;
(c) approving an agreement of merger or consolidation;
(d) recommending to the shareholders the sale, lease or
exchange of all or substantially all of the Corporation's property
and assets otherwise than in the usual and regular course of its
business;
(e) recommending to the shareholders a dissolution of
the Corporation or a revocation thereof;
(f) amending or repealing the Bylaws of the Corporation
or adopting new Bylaws of the Corporation;
(g) amending or repealing any resolution of the Board
which by its express terms is not so amendable or repealable;
(h) appointing other committees of the Board or the
members thereof;
(i) filling new vacancies in or removing members of the
Board or on any committee appointed by the Board;
(j) fixing the compensation of the Directors for serving
on the Board or for serving as any member of such committee thereof; or
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(k) a "distribution", as such term is defined in Section
166 of the California General Corporation Law, except at a rate, in a
periodic amount or within a specific price range determined by the
Board, and, unless the resolution of the Board expressly so provides,
no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
Any such committee shall report on its Meetings to the Board at the next
Meeting of the Board.
Section 3.07. Executive Committee of the Board. Subject to the
Bylaws herein, including Sections 3.04, 3.05 and 3.06, the Articles and the
provisions of applicable law, the Executive Committee of the Board ("Executive
Committee") is authorized by unanimous written consent of all its Executive
Committee members to bind this Corporation without the consent of other members
of the Board and shall have and may exercise all of the authority 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. Upon the unanimous consent of all members of the
Executive Committee, the Executive Committee is also authorized by these Bylaws
to authorize the future purchase and sale of Receivables as defined and
provided for in the Articles.
Section 3.08. Removal.
(a) Subject to Article IV of the Articles, the entire Board or any
individual Director may be removed from office without cause by the affirmative
vote of a majority of the outstanding shares entitled to vote on such removal;
provided, however, that unless the entire Board is removed, no individual
Director may be removed when the votes cast against such Director's removal, or
not consenting in writing to such removal, would be sufficient to elect that
Director if voted cumulatively at an election at which the same total number of
votes cast were cast (or, if such action is taken by written consent, all
shares entitled to vote were voted) and the entire number of Directors
authorized at the time of such Director's most recent election were being
elected.
(b) Any member of the Executive Committee and other committees may
be removed by the Board by the affirmative vote of a majority of the whole
Board, whenever in its judgment the best interests of the Corporation will be
served thereby.
Section 3.09. Vacancies.
(a) Subject to Article IV of the Articles, any Director may resign
effective upon giving oral or written notice to the Chairman of the Board, the
President, the Secretary or the Board, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation of a Director is
effective at a future time, the Board may elect a successor to take office when
the resignation becomes effective.
Subject to Article IV of the Articles, vacancies on the Board may be
filled by a majority of the remaining Directors, or if the number of Directors
then in office is less than a quorum by (i) unanimous written consent of the
Directors then in office, (ii) the affirmative
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vote of a majority of the Directors then in office at a Meeting held pursuant
to notice or waivers of notice, or (iii) a sole remaining Director; however, a
vacancy created by the removal of a Director by the vote or written consent of
the shareholders or by court order may be filled only by the affirmative vote
of a majority of the shares represented and voting at a duly held meeting at
which a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum), or by the unanimous written consent
of all shares entitled to vote thereon. Each Director so elected shall hold
office until the next Annual Meeting of Shareholders and until a successor has
been elected and qualified, or until his resignation or removal.
Subject to Article IV of the Articles, the shareholders may elect a
Director or Directors at any time to fill any vacancy or vacancies not filled
by the Directors, but any such election by written consent, other than to fill
a vacancy created by removal, shall require the consent of the holders of a
majority of the outstanding shares entitled to vote thereon. A Director may
not be elected by written consent to fill a vacancy created by removal except
by unanimous consent of all shares entitled to vote for the election Directors.
(b) A vacancy occurring in the Executive Committee or other
committee (by death, resignation, retirement, disqualification, removal or
otherwise) may be filled by the Board in the manner provided for original
designation in Section 3.06 of these Bylaws.
Section 3.10. Compensation. Members of the Board and the Executive
Committee or other committee may, by resolution of the Board, be allowed
compensation for attending Board and committee Meetings.
Section 3.11. Telephone and Similar Meetings. Members of the Board
and the Executive Committee or other committee may participate in and hold a
Meeting by means of which all persons participating in the Meeting can hear
each other. Participation in such Meeting shall constitute presence in person
at the Meeting, unless a person authorized to participate in such Meeting
participates in the Meeting for the express purpose of objecting to the
transaction of any business on the ground that the Meeting was not lawfully
called or convened.
Section 3.12. Written Action or Minutes. The Board, the Executive
Committee and other committees shall keep either a record of action taken or
Minutes of their proceedings and, in the case of any committee, report the same
to the Board of Directors when required. The Minutes of the proceedings of the
Board, the Executive Committee and other committees shall be placed in the
Minute Book of the Corporation.
ARTICLE IV
Indemnification of Directors,
Officers and Other Corporate Agents
Section 4.01. Indemnification. This Corporation shall indemnify and
hold harmless each "agent" of the Corporation, as the term "agent" is defined
in Section 317(a) of the
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California General Corporation Law, as amended from time to time, from and
against any "expenses" (as defined in said Section 317(a)), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any "proceeding" (as defined in said Section 317(a)) to the full extent
permitted by applicable law. The Corporation shall advance to its agents
expenses incurred in defending any proceeding prior to the final disposition
thereof to the full extent and in the manner permitted by applicable law.
Section 4.02. Right to Indemnification. This Section shall create a
right of indemnification for each person referred to in Section 4.01, whether
or not the proceeding to which the indemnification relates arose in whole or in
part prior to adoption of such Section and in the event of death such right
shall extend to such person's legal representatives. The right of
indemnification hereby given shall not be exclusive of any other rights such
person may have whether by law or under any agreement, insurance policy, vote
of directors or shareholders, or otherwise.
Section 4.03. Insurance. Subject to the requirements of applicable
law, the Corporation shall have power to purchase and maintain insurance on
behalf of any agent of the Corporation against any liability asserted against
or incurred by the agent in such capacity or arising out of the agent's status
as such whether or not the Corporation would have the power to indemnify the
agent against such liability.
ARTICLE V
Officers
Section 5.01. Officers. The officers of the company shall consist of
the president, the secretary, the treasurer, the controller, and such vice
presidents, assistant vice presidents, assistant secretaries, assistant
treasurers and other officers as may from time to time be elected by the board
of directors or appointed by the president as provided herein. Any two or more
offices may be held by the same person, excepting that the duties of the
president and secretary shall not be performed by one person.
Section 5.02. Election. At the first meeting after their election
the board of directors shall elect annually the officers enumerated in Section
1 of this Article to hold office until the regular meeting of directors
following the next annual meeting of the stockholders and until others are
elected and shall have qualified in their stead, excepting as in this Article
otherwise provided.
Section 5.03. Appointment. The president may, from time to time,
designate and appoint such vice president and other officers as may be
necessary or desirable and define the duties thereof. Such persons shall hold
office until the regular meeting of the board of directors following the next
annual meeting of the stockholders, excepting as in this Article otherwise
provided.
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Section 5.04. President. The president shall be a director. He
shall preside at all meetings of stockholders and at all meetings of the board
of directors. As chief executive officer he shall have general supervision of
the affairs of the company. He is charged with the responsibility for the
prudential affairs of the company and for the maintenance of harmony and accord
and may at his discretion discharge any and all officers, excepting any officer
who is also a director, and appoint their successors who shall hold office
until the next meeting of the board of directors. He shall also perform all
such other duties as are incidental to his office or properly required of him
by the board of directors.
Section 5.05. Vice President. Each vice president shall have general
supervision of those affairs of the company designated for his attention by the
president and such other officer or officers to whom he is directly responsible
and may employ and discharge subordinate officers, employees, clerks and agents
under his supervision. Each vice president shall perform all such duties as
are incidental to his office or properly required of him by the president and
such other officer or officers to whom he is directly responsible.
Section 5.06. Secretary. The secretary shall keep full and accurate
minutes of the meetings of the stockholders and of the board of directors in
the proper record book of the company provided therefor, give due notice of all
annual meetings of stockholders and of all special meetings of stockholders and
the board of directors on proper call therefor being filed with him. He shall
have custody of the seal of the company and shall perform all such duties as
are incidental to his office or properly required of him by the president and
such other officer or officers to whom he is directly responsible.
Section 5.07. Treasurer. The treasurer shall perform all such duties
as are incidental to his office or properly required of him by the president
and such other officer or officers to whom he is directly responsible.
Section 5.08. Controller. The controller shall keep and maintain the
books of account of the company in such manner that they fairly present the
financial condition of the company and its subsidiaries. The controller shall
perform all such duties as are incidental to his office or properly required of
him by the president and such other officer or officers to whom he is directly
responsible.
Section 5.09. Assistant Vice Presidents; Assistant Secretaries;
Assistant Treasurers and Other Subordinate Officers. Each assistant vice
president, assistant secretary, assistant treasurer and other subordinate
officers shall perform such duties as may be incidental to his office or
properly required of him by the president and such other officer or officers to
whom he is directly responsible.
Section 5.10. Vacancies. A vacancy in any office filled by election
of the board of directors existing at the time of any meeting of the board of
directors may be filled by the board of directors by the election of a new
officer who shall hold office, subject to the provisions of this Article, until
the regular meeting of the board of directors following the next annual meeting
of stockholders and until his successor is elected and qualified.
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Section 5.11. Removal or Discharge. Any officer may be removed or
discharged by the president at any time, excepting an officer who is also a
director. Any officer who is a director may be discharged at any time by the
board of directors. The employment of all officers shall be for an indefinite
time terminable at will.
ARTICLE VI
Amendments
Section 6.01. Bylaws. Except for Section 3.02 herein, the
limitations set forth in the Articles and as otherwise provided by applicable
law, new Bylaws may be adopted or these Bylaws may be amended or repealed by
the shareholders or, except for Section 3.01 herein, the Board.
ARTICLE VII
General Provisions
Section 7.01. Corporate Seal. The corporate seal of the company
shall be in such form as the board of directors shall from time to time
prescribe.
Section 7.02. Method of Notice. Whenever by statute, the Articles,
these Bylaws, or otherwise, notice is required to be given to a Director,
committee member or shareholder, and no provision is made as to how the notice
shall be given, it shall not be construed to mean personal notice, but any such
notice may be given:
(a) in writing by mail, first-class postage prepaid,
addressed to the Director, committee member, or shareholder at the
address appearing on the books of the Corporation;
(b) by facsimile transmission; or
(c) in any other method permitted by law.
Any notice required or permitted to be given by mail shall be deemed
given at the time when the same is deposited in accordance with the terms of
this Section in the United States mails.
Section 7.03. Waiver of Notice. Except as otherwise provided by
applicable law, whenever notice is required to be given by these Bylaws or the
Articles or by law, the person entitled to said notice may waive such notice in
writing, either before or after the time stated therein, and such waiver shall
be deemed equivalent to notice.
Section 7.04. Fiscal Year. The fiscal year of the company shall be
the twelve months ending December 31 in each year.
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Section 7.05. Construction. Whenever the context so requires, the
masculine gender shall include the feminine and neuter genders and the singular
shall include the plural, and conversely. If any portion of these Bylaws shall
be invalid or inoperative, then, so far as is reasonable and possible:
(a) the remainder of these Bylaws shall be considered
valid and operative; and
(b) effect shall be given to the intent manifested by the
portion held invalid or inoperative.
Section 7.06. Headings. The headings set forth in these Bylaws are
for organization, convenience and clarity. In interpreting these Bylaws, they
shall be subordinated in importance to other written material.
Section 7.07. Relation to the Articles. These Bylaws are subject to,
and governed by the Articles and any written agreement by a majority in
interest of the shareholders filed with the Corporation at its principal place
of business.
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