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EXHIBIT 3.6
AMOSKEAG COMPANY
(a Delaware Corporation)
BY-LAWS
As Adopted January 7, 1965
As Amended May 13, 1966
As Amended January 13, 1971
As Amended November 29, 1972
As Amended March 9, 1977
As Amended January 5, 1978
As Amended February 26, 1980
As Amended July 8, 1986
As Amended April 27, 1987
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BY-LAWS
OF
AMOSKEAG COMPANY
TABLE OF CONTENTS
Page
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ARTICLE I Certificate of Incorporation 1
ARTICLE II Annual Meeting 1
ARTICLE III Special Meetings of Stockholders 2
ARTICLE IV Notice of Stockholders' Meetings 2
ARTICLE V Quorum of Stockholders 2
ARTICLE VI Proxies and Voting 3
ARTICLE VII Board of Directors 4
ARTICLE VIII Powers of Directors 5
ARTICLE IX Executive Committee 6
ARTICLE X Meetings of the Board of Directors 7
ARTICLE XI Quorum of the Board of Directors 8
ARTICLE XII Officers and Agents 8
ARTICLE XIII President and Chairman and Vice Chairman
of the Board 9
ARTICLE XIV Vice Presidents 9
ARTICLE XV Secretary 10
ARTICLE XVI Treasurer 10
ARTICLE XVII Removals 11
ARTICLE XVIII Vacancies 11
ARTICLE XIX Capital Stock 11
ARTICLE XX Certificate of Stock 12
ARTICLE XXI Transfer of Shares of Stock 12
ARTICLE XXII Record Date 13
ARTICLE XXIII Loss of Certificate 14
ARTICLE XXIV Seal 14
ARTICLE XXV Execution of Papers 14
ARTICLE XXVI Fiscal Year 14
ARTICLE XXVII Amendments 15
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BY-LAWS OF AMOSKEAG COMPANY
ARTICLE I
Certificate of Incorporation
The name, location of principal office and purposes of the Corporation
shall be as set forth in its Certificate of Incorporation. These By-laws, the
powers of the Corporation and of its Directors and stockholders, and all
matters concerning the conduct and regulation of the business of the
Corporation shall be subject to such provisions in regard thereto, if any, as
are set forth in said Certificate of Incorporation. The Certificate of
Incorporation is hereby made a part of these By-laws.
All references in these By-laws to the Certificate of Incorporation shall
be construed to mean the Certificate of Incorporation of the Corporation as
from time to time amended and restated, including (unless the context shall
otherwise require) all certificates and any agreement of consolidation or
merger filed pursuant to the Delaware General Corporation Law, as amended.
ARTICLE II
Annual Meeting
The annual meeting of stockholders for the election of Directors and for
the transaction of such other business as may properly come before the meeting
shall be held at twelve o'clock noon on such day not a legal holiday in April
each year and in Boston, Massachusetts, at such place within said municipality
as such day and place may from time to time be fixed by the Board of Directors
and stated in the notice of the meeting. Purposes for which the annual meeting
is to be held additional to those prescribed by law, by the Certificate of
Incorporation and by these By-laws may be specified, prior to the giving of
notice of said meeting, by resolution of the Board of Directors or by a writing
filed with the Secretary signed by the President or by a majority of the
Directors. If the election for Directors shall not be held on the day
designated for the annual meeting, the Directors shall cause the election to be
held as soon thereafter as convenient, at a special meeting of stockholders
called for the purpose of holding such election.
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ARTICLE III
Special Meetings of Stockholders
Special meetings of stockholders may be held either within or without the
State of Delaware,at such time and place and for such purposes as shall be
specified in a call for such meeting made by resolution of the Board of
Directors or by a writing filed with the Secretary signed by the President or a
majority of the Directors.
ARTICLE IV
Notice of Stockholders' Meetings
Except as otherwise required by law or by other provisions of these
By-laws, a written or printed notice of each meeting of stockholders, stating
the place, day and hour thereof and the purposes for which the meeting is
called, shall be given by or under the direction of the Secretary, at least ten
days and not more than sixty days before the date fixed for such meeting, to
each stockholder entitled to vote at such meeting, by leaving such notice with
him or at his residence or usual place of business or by mailing it, postage
prepaid and addressed to him at his post office address as it appears on the
books of the Corporation. In the case of the death, absence, incapacity or
refusal of the Secretary, such notice may be given by a person designated either
by the Secretary or by the person or persons calling the meeting or by the Board
of Directors. A waiver of such notice in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice, and no notice need be given
to any person who may become a stockholder of record after such mailing of such
notice and prior to such meeting or to any person with whom communication is
made unlawful by any law of the United States of America, or any rule,
regulation, proclamation or executive order issued under any such law. Except
as required by law, notice of any adjourned meeting of the stockholders shall
not be required.
An affidavit of the Secretary or an Assistant Secretary or the transfer
agent of the Corporation that notice of a stockholders' meeting has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.
ARTICLE V
Quorum of Stockholders
At any meeting of stockholders a majority of the holders of all classes
of common stock then issued and outstanding shall constitute a quorum when
represented at such meeting by the holders thereof in person or by their duly
constituted and
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authorized attorneys, but a lesser interest may adjourn any meeting from time
to time, and the meeting may be held as adjourned without further notice when a
quorum is present at any meeting, a majority of the stock so represented thereat
and entitled to vote shall, except where a larger vote is required by law, by
the Certificate of Incorporation, or by these By-laws, decide any question
brought before such meeting.
ARTICLE VI
Proxies and Voting
Except as otherwise provided in the Certificate of Incorporation, each
stockholder when entitled to vote shall have one vote in person or by proxy for
each share of Common Stock held by such stockholder and ten votes in person or
by proxy for each share of Class B Common Stock 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 a record
date for the determination of the stockholders entitled to vote, as provided by
Article XXII of these By-laws, no share of stock shall be voted 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. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held, and
persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he shall have expressly
empowered the pledgee to vote thereon, in which case only the pledgee or his
proxy may represent said stock and vote thereon. Shares of the capital stock
of the Corporation belonging to the Corporation shall not be voted, directly or
indirectly.
The Secretary or other officer who has charge of the stock ledger shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders of each class entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a
period of least ten days prior to the meeting, either at place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall be produced and kept at the time and place of meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine such list or the books of
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the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
Corporation or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock 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. Prompt notice of the taking of the corporate action without a meeting
of less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE VII
Board of Directors
The Board of Directors for each corporate year shall consist of
such number, not fewer than nine nor more than fifteen, of members as may be
fixed by the stockholders at the annual meeting held in such year and shall be
divided into three classes as nearly equal in number as may be. The Directors
elected at the meetings of stockholders held in 1970, 1971 and 1972 for the
purpose of electing Directors shall be Directors of the first class, the second
class and the third class, respectively. The term of office of each class of
Directors shall expire at the annual meeting held in the third corporate year
following that in which the members, other than members elected to fill an
enlarged number of Directors, of such class were elected, provided that the
term of office of Directors in office on the effective date of this Article
shall continue until the original expiration date. During any year the Board
of Directors may be enlarged and additional Directors elected to complete the
enlarged number, to not more than the maximum number above specified, by the
stockholders at any meeting, and the stockholders may, at any meeting held for
the purpose during such year, decrease, to not fewer than the minimum number
above specified, the number of Directors as thus fixed or enlarged and remove
Directors to the decreased number, provided, that any such enlargement or
decrease shall maintain as nearly equal number of Directors of each class as
may be. The class to which each person elected a Director shall belong shall
be specified by the vote by which he shall be elected. Directors shall be
chosen by stockholders entitled to vote for the election of Directors; such
choice need not be made by ballot. Directors need not be stockholders. Each
Director shall hold office, subject to the provisions of Article XVII of these
By-laws and to any power of removal otherwise conferred
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by law upon the stockholders, for the term of the class to which he belongs and
until his successor shall have been elected and qualified.
ARTICLE VIII
Powers of Directors
The business of the Corporation shall be managed under the direction of
the Board of Directors which shall have and may exercise all the powers of the
Corporation except as otherwise provided in the Certificate of Incorporation or
the By-laws.
The Board of Directors may, by resolution passed by a majority of all the
Directors then in office, designate one or more committees. In addition to the
Executive Committee provided for in Article IX of these By-laws, each committee
to consist of two or more of the Directors of the Corporation, which, to the
extent provided in the said resolution or in other provisions of the By-laws,
shall have and may exercise all the powers and authority of the Board of
Directors 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. In the absence or disqualification of any member of any such
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as shall be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
appoint a secretary, who need not be a member and who shall keep regular
minutes of the actions of said committee, and report the same to the Board of
Directors.
The Board of Directors may determine the place or places, within or
without the State of Delaware, at which the Corporation shall have an office or
offices, in addition to its principal office.
Each Director and each member of any committee designated by the Board of
Directors shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or reports made to the
Corporation by any of its officers, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Corporation.
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ARTICLE IX
Executive Committee
The Board of Directors may, by resolution or resolutions passed by a
majority of all the Directors then in office, designate not fewer than three
nor more than nine of their number, of whom the Chairman of the Board, if any,
and the President shall be members, to constitute an Executive Committee. The
Board of Directors, by like resolution or resolutions, may appoint alternate
members of the Executive Committee to serve in the temporary absence or
disability of any member, may at any time, without notice and with or without
cause, dissolve the Executive Committee, remove any member (except the Chairman
and the President) or alternate member of the Executive Committee, and may
elect another member or appoint another alternate in place of the member or
alternate so removed.
In all cases in which specific directions shall not have been given by
the Board of Directors, the Executive Committee shall have and may exercise all
of the Powers of the Board of Directors, so far as may be permitted by law, in
the management of the business and affairs of the Corporation whenever the
Board of Directors is not in session and shall have power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have power to fill vacancies in the Board of
Directors or to change or fill vacancies in its membership or to make or amend
the By-laws, nor shall it have the power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution or amending the By-laws. The Executive Committee may declare a
dividend. The Executive Committee shall not have the power to authorize the
issuance of stock. The fact that the Executive Committee has acted shall be
conclusive evidence that the Board of Directors was not in session at the time
of such action and had not theretofore given specific directions with respect
to the matters concerning which the Executive Committee took action, unless
actual notice to the contrary shall have been given. To the extent permitted by
law and the By-laws, the Board of Directors may delegate to the Executive
Committee any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation and may from time to time
expand, modify, curtail or restrict the powers so delegated. The Executive
Committee shall report its acts and proceedings to the Board of Directors at
the next succeeding meeting of the Board and at such other time or times as
the Board of Directors shall request.
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The Executive Committee may meet at stated times, or upon not less
than twenty-four hours notice given to all by any one of its members in person
or in the manner provided for notice to Directors in Article X of the By-laws.
Attendance of a member at a meeting shall constitute a waiver of notice of such
meeting, except when such member attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. The Executive Committee
shall choose its own chairman and shall fix its own rules of procedure and
shall meet at such times and at such place or places as may be provided by such
rules or by resolution of the Executive Committee or of the Board of Directors.
The Executive Committee shall appoint a secretary, who shall keep regular
minutes of the actions of the committee, and report the same to the Board of
Directors. At every meeting of the Executive Committee, the presence of a
majority of all members shall be necessary to constitute a quorum and the
affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolutions.
ARTICLE X
Meetings of the Board of Directors
Regular meetings of the Board of Directors may be held, without call
or formal notice, at the principal place of business of the Corporation or at
such other offices or places, within or without the State of Delaware, as the
Board may by vote from time to time determine. A regular meeting of the Board
of Directors may be held without call or formal notice immediately after and at
the same place as the annual meeting of the stockholders, or the special
meeting of the stockholders held in place of such annual meeting. If a meeting
day falls on a legal holiday, the meeting shall be held the next following
business day.
Special meetings of the Board of Directors may be held at any place
either within or without the State of Delaware at any time when called by the
Chairman of the Board, the President, or two or more Directors, reasonable
notice of the time and place thereof being given to each Director. A waiver of
such notice in writing, signed by the Director or Directors entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice and no notice need be given to any person with whom
communication is made unlawful by any law of the United States of America, or,
by any rule, regulation, proclamation or executive order issued under any such
law. Attendance of a Director at a meeting shall constitute a waiver of notice
of such meeting, except when such Director attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
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convened. No notice of any adjourned meeting of the Directors shall be
required. In any case, it shall be deemed sufficient notice to a Director to
send notice by mail at least forty-eight hours, or to deliver personally or to
send notice by written wire communication at least twenty-four hours, before
the meeting, addressed to him at his usual or last known business or residence
address.
Unless otherwise restricted by the Certificate of Incorporation or
By-laws, members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this subsection shall constitute presence in person at
such meeting.
Unless otherwise restricted by the Certificate of Incorporation or by
other provisions of these By-laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all members of the Board or committee, as the case
may be, consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board or committees.
ARTICLE XI
Quorum of the Board of Directors
A majority of all the Directors at the time in office shall constitute
a quorum for the transaction of business at any meeting, but a lesser number
may adjourn any meeting, from time to time. When a quorum is present at any
meeting, a majority of the Directors present thereat shall, except where a
larger vote is required by law, the Certificate of Incorporation, or the
By-laws, decide any question brought before such meeting.
ARTICLE XII
Officers and Agents
The Corporation shall have a President, a Secretary and a Treasurer
and have a Chairman and Vice Chairman of the Board or Directors, all of whom
shall be chosen by the Directors and shall hold their offices, subject to these
By-laws, until their respective successors are chosen and qualify. The
President, any Chairman and any Vice Chairman of the Board of Directors shall
be chosen from among the Directors. No other officer need be a Director and no
officer need be a stockholder. The Corporation may have such other officers and
agents, including but not limited to one or more Vice Presidents, as are
necessary, who shall be chosen by the Board of Directors upon
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nomination by the President, which nomination shall determine the necessity of
such office. Each of such other officer and agent shall hold his office for
such term and shall have such authority and duties as may be determined by the
Board of Directors upon recommendation of the President. The Board of Directors
may secure the fidelity of any or all of such officers by bond or otherwise.
Any two or more offices may be held by the same person, provided, however, that
neither the Chairman nor the President may be the Secretary or the Treasurer.
ARTICLE XIII
President and Chairman and Vice Chairman of the Board
The President shall be the Chief Executive Officer of the Corporation
and shall have general supervision and control of it's affairs and business and
over its agents and employees, unless the Board of Directors designates the
Chairman of the Board as Chief Executive Officer, in which event the president
shall have such duties as the Board of Directors prescribes. In case of the
death, incapacity or absence of the officer having the responsibilities of
Chief Executive Officer, that is the President or the Chairman of the Board, as
the case may be, the other such officer shall assume the responsibilities of
the Chief Executive Officer until action of the Board of Directors. In case of
the death, incapacity or absence of both the President and Chairman of the
Board, the Vice Chairman of the Board shall assume their duties and
responsibilities until action of the Board of Directors. If there shall be no
Chairman or Vice Chairman of the Board, or in their absence, the President
shall preside at all meetings of the Directors and stockholders. The President
shall have custody of the Treasurer's bond, if any. If there shall be a
Chairman of the Board, he shall make his counsel available to the officers of
the Corporation and shall have such other duties and powers as may from time to
time be conferred upon him by the Directors, and he shall preside at all
meetings of the stockholders and of the Directors at which he is present.
Except as herein provided, the Vice Chairman of the Board of Directors, if any,
shall assume the duties of the Chairman in his absence or incapacity and shall
have such other duties and powers as may from time to time be conferred upon
him by the Board of Directors.
ARTICLE XIV
Vice Presidents
The Vice Presidents, if any, shall perform such duties as may be
assigned by the officer acting as Chief Executive Officer or the Board of
Directors.
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ARTICLE XV
Secretary
The Secretary shall have charge of the seal of the Corporation and of
the stock ledger (which nay, however, be kept by any transfer agent or agents
of the Corporation under the direction of the Secretary). The Secretary shall
attend to the giving of notices required by the By-laws, except as otherwise
provided in the By-laws, and shall have the duty to record all proceedings of
the meetings of the stockholders and Directors in a book or books, which shall
be the property of the Corporation to be kept for that purpose at one of the
offices of the Corporation, and shall have such further powers and perform such
other duties as may be from time to time prescribed by the Board of Directors
or the officer acting as Chief Executive Officer. If the Secretary is absent or
unavailable, any Assistant Secretary shall have the duties and powers of the
Secretary and shall have such further duties and powers as the Board of
Directors or the officer acting as Chief Executive-Officer shall from time to
time determine.
ARTICLE XVI
Treasurer
The Treasurer shall, unless the Board of Directors makes a different
designation, be the Chief Financial Officer of the Corporation and shall have
the care and custody of all funds, securities, evidences of indebtedness and
other personal property of the Corporation and shall deposit the same in
accordance with the instructions of the Board of Directors. He shall receive
and give receipts and discharges for moneys paid in on account of the
Corporation and shall pay out of the funds on hand all bills, payrolls and
other just debts of the Corporation of whatever nature upon maturity of the
same. He shall perform all other duties incident to the office of the
Treasurer and shall make such reports to the Board of Directors and to the
officer acting as Chief Executive Officer as may be required by the Board or
such officer at any time. The Treasurer shall have such further powers and
perform such other duties as may be from time to time prescribed by the Board
of Directors or the officer acting as Chief Executive Officer. If the Treasurer
is absent or unavailable, any Assistant Treasurer shall have the duties and
powers as the Board of Directors or the officer acting as Chief Executive
officer shall from time to time determine.
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ARTICLE XVII
Removals
The stockholders may, at any meeting called for the purpose, by vote
of a majority of the capital stock issued and outstanding and entitled to vote
thereon, remove any Director from office.
The Board of Directors may at any meeting called for the purpose, by
vote of a majority of their entire number, remove from office any officer,
agent or factor of the Corporation or any member of any committee appointed by
the Board of Directors or by any committee appointed by the Board of Directors
or by any officer, agent or factor of the Corporation.
ARTICLE XVIII
Vacancies
Except as otherwise provided by law, vacancies occurring in the office
of Director shall be filled by a majority of Directors then in office, though
less than a quorum, and the Directors so chosen shall hold office until the
next annual election of the class for which each such Director has been chosen
and until his successor is duly elected and qualified, unless sooner displaced,
provided that immediately after filling any such vacancy at least two-thirds of
the Directors then holding office shall have been elected to such office by the
stockholders of the Corporation at an annual or special meeting of the
stockholders called for that purpose. In the event that, at any time, less than
a majority of the Directors holding office at that time were so elected by the
stockholders' the Board of Directors shall forthwith cause to be held as
promptly as possible, and in any event within sixty days, a meeting of
stockholders for the purpose of electing Directors to fill any existing
vacancies in the Board of Directors.
Any vacancy occurring in the office of President, Secretary or
Treasurer or in any other office by death, resignation, removal or otherwise,
shall be filled by the Board of Directors and the officers so chosen shall hold
office for the unexpired term in respect of which the vacancy occurred and
until their successors shall be duly elected and qualified.
ARTICLE XIX
Capital Stock
The amount of the capital stock and the par value, if any, of the
shares shall be fixed in the Certificate of incorporation. At all times, when
there are two or more classes of stock or one or more series within any class
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thereof, the several classes and series shall have the respective voting
powers, if any, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof, stated and expressed in the Certificate of Incorporation
or in the resolution or resolutions providing for the issue of such stock or
series adopted by the Board of Directors pursuant to authority expressly vested
in it by the provisions of the Certificate of Incorporation.
Except as otherwise provided in the Certificate of Incorporation, the
Directors may, at any time and from time to time, if all of the shares of
capital stock which the Corporation is authorized by its Certificate of
Incorporation to issue have not been issued, subscribed for, or otherwise
committed to be issued, issue or take subscriptions for additional shares of
its capital stock up to the amount authorized in its Certificate of
Incorporation. Such stock shall be issued and the consideration paid therefor
in the manner prescribed by law.
ARTICLE XX
Certificate of Stock
Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by, the Chairman or
Vice Chairman of the Board of Directors, or the President or a Vice President
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar 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, transfer agent
or registrar of the Corporation, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered by the Corporation with the same effect as
if he were such officer, transfer agent, or registrar on the date of issue.
Certificates of stock shall be in such form as shall, in conformity to law, be
prescribed from time to time by the Board of Directors.
ARTICLE XXI
Transfer of Shares of Stock
Subject to the restrictions, if any, imposed by the Certificate of
Incorporation, and to the provisions of the General Corporation Law of the
State of Delaware and cognate acts in amendment thereof, supplemental thereto
or in
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substitution therefor, title to a certificate of shares of stock of the
Corporation and shares represented thereby shall be transferable only (a) by
delivery of the certificate endorsed either in blank or to a specified person
by the person appearing by the certificate to be the owner of the shares
represented thereby or (b) by delivery of the certificate and a separate
document containing a written assignment of the certificate or a power of
attorney to sell, assign or transfer the same or the shares represented
thereby, signed by the person appearing by the certificate to be the owner of
the shares represented thereby. Such assignment or power of attorney may be
either in blank or to a specific person. Whenever any transfer of shares shall
be made for collateral security, and not absolutely, it shall be so expressed
in the entry of the transfer. The Corporation and its transfer agent and
registrars, if any, shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes except
as otherwise expressly provided by the Certificate of Incorporation and the
laws of the State of Delaware.
ARTICLE XXII
Record Date
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.
If no record date is fixed by the Board of Directors:
(a) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting,
when no prior action by the Board of
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Directors is necessary, shall be the day on which the first written
consent is expressed.
(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.
ARTICLE XXIII
Loss of Certificates
In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a new certificate of stock may be issued in the place
thereof, upon such terms in conformity with law as the Board of Directors may
prescribe.
ARTICLE XXIV
Seal
The corporate seal of the Corporation shall, subject to alteration by
the Board of Directors, consist of a flat-faced circular die with the word
"Delaware, together with the name of the Corporation and the year of its
organization, cut or engraved thereon. The corporate seal of the Corporation
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XXV
Execution of Papers
Except as otherwise provided in these By-Laws or as the Board of
Directors may generally or in particular cases otherwise determine, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and other
obligations authorized to be executed on behalf of the Corporation, shall be
signed by the President or by the Treasurer.
ARTICLE XXVI
Fiscal Year
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the calendar year.
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ARTICLE XXVII
Amendments
Except as in the Certificate of Incorporation or in these By-laws or
otherwise expressly provided by law, these By-laws, as from time to time
altered and amended, may be altered, amended or repealed at any annual or
special meeting of the stockholders called for the purpose, of which the notice
shall specify the subject matter of the proposed alteration, amendment or
repeal, or the articles to be affected thereby, or at any meeting of the Board
of Directors, provided, however, that, except as from time to time otherwise
provided by law, neither the time nor the place for the election of Directors
shall be changed within sixty days next before the day on which any election of
Directors is to be held, and provided, further, that a notice of any such
change shall be given to each stockholder twenty days before the election is
held, in person or by letter mailed to his last known post office address and
provided, further, that the power of the Board of Directors to amend these
By-laws shall not extend to Article VII or to Article XVII.
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