1
EXHIBIT 3.10
BANGOR INVESTMENT COMPANY
BYLAWS
CORRECTED AT MEETING OF STOCKHOLDERS MARCH 7, 1984
I.
This corporation shall be known by the name of Bangor Investment Company
and shall have a common seal bearing the words "Bangor Investment Company
incorporated 1904."
II.
The officers of the corporation shall be a President, a Clerk, a Treasurer,
three Directors and such other officers as from time to time may be appointed by
the President or by the Board of Directors. Any person, whether or not he is a
Director, may hold more than one office.
III.
The Directors shall be elected annually by the stockholders and shall
continue in office until their successors are elected, but in case of any
vacancy caused by death, resignation or otherwise, a person shall be elected by
the Board of Directors to fill such vacancy.
IV.
Meetings of the Board of Directors shall be called by the Clerk upon
direction of the President or two or more of the Directors, and two members
shall constitute a quorum for the transaction of business at such meetings. At
least one day's notice by mail, telephone or telegraph, of meetings of the
Board of Directors shall be given, except that such notice may be waived by a
majority of the Directors if they shall sign a statement to that
2
effect in the minutes of such meeting. The President shall preside at meetings
of the Board of Directors, except that in the event of his absence those present
shall elect a presiding officer.
V.
The Annual Meeting of Stockholders shall be held on the same date as the
Annual Meeting of Stockholders of Bangor and Aroostook Railroad Company, at a
time and place determined by the Directors. Special meetings of the Stockholders
may be called at the direction of a majority of the Board of Directors, or at
the written request of the holders of a majority in voting power of the capital
stock outstanding.
At meetings of Stockholders a representation in person or by proxy of
one-fifth in voting power of the capital stock legally outstanding shall
constitute a quorum for the transaction of business. Notice of annual or special
meetings, which notice shall include a general statement of the business to be
considered at such meeting, shall be given by the Clerk in writing by mailing,
to each stockholder of record on a day designated by the Board of Directors,
such notice by first-class mail, postage prepaid, at least ten days in advance
of the date set for such meeting; except that all requirements as to notice may
be waived if at the meeting unanimous consent of the Stockholders is given by
endorsement into the minutes, such consent to be given in person or by proxy.
The President shall preside at meetings of the Stockholders, except that in the
event of his absence those present shall elect a presiding officer.
3
VI.
The Board of Directors shall have the following powers in addition to
powers granted elsewhere herein:
(a) To call special meetings of the Stockholders.
(b) To fill vacancies in their number.
(c) To exercise general control over the business of the corporation.
(d) To declare dividends out of the profits of the corporation.
(e) To audit all accounts or cause them to be audited.
(f) To do all things which in their judgment will promote the interests of
the corporation, not inconsistent with these Bylaws and of the laws of
the State and of the United States.
VII.
(1) The President shall have general control and management of the
corporation and shall perform duties designated by the Board of Directors. He
shall be empowered to delegate his duties to other officers as he may designate
to an extent not inconsistent with the directions and powers of the Board of
Directors.
(2) The Clerk shall be elected by the Stockholders and shall hold office
until his successor is elected. Either in person or through competent
assistants, he shall keep the minutes of the meetings of the Stockholders and of
the Board of Directors, shall have the custody and use of the seal of the
corporation for corporate purposes, shall maintain a list of stockholders, shall
notify Stockholders and Directors of meetings, shall receive and have custody of
proxies submitted by Stockholders, and
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shall perform such other duties as may be required by law and such other
duties, not inconsistent with the duties herein specified, as may be required
by the President and the Board of Directors. In the event of death of the Clerk
or his inability to serve, a successor shall be named by the Board of
Directors, which successor shall hold office until a further successor shall be
elected by the Stockholders.
(3) The Treasurer shall be elected by the Board of Directors and, either
in person or through competent assistants, shall have custody of all moneys of
the corporation and shall disburse same under the general direction of the
Board of Directors. He shall keep regular and detailed accounts of all receipts
and disbursements and make reports of same to the Board of Directors and to the
President when required. He shall perform such other duties in connection with
the financial affairs of the corporation as may be required by the President
and the Board of Directors. When required by the Board of Directors, the
Treasurer shall furnish a bond for the faithful discharge of his duties, in
such sum as the Directors shall determine.
VIII.
The Board of Directors shall provide for the issue, transfer and
registration of the shares of capital stock of the Company and may appoint the
necessary Transfer Agents and Registrars for that purpose. The Directors shall
determine the form and denominations of stock certificates and may designate
what officer or officers may sign said certificates in the name of the Company.
5
Additional capital stock of the Company may be authorized by the
Stockholders in accordance with law, which capital stock shall be non-assessable
and shall be issued by the Board of Directors, without regard to pre-emptive
rights, upon such terms and conditions and in such amounts as the Directors from
time to time deem to be in the best interests of the Company.
IX.
The Company shall indemnify each present and future Director and Officer of
the Company (and his heirs, executors and administrators) against all expenses
and liabilities reasonably incurred by him in connection with or arising out of
any action, suit or proceeding in which he may be involved by reason of his
being or having been a Director or Officer of the Company, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
have been liable for negligence or misconduct in the performance of his duties
as such Director or Officer.
X.
The Bylaws may be altered or amended to an extent not inconsistent with
law, by the Board of Directors at any meeting legally held and attended by a
majority of said Board, or by the Stockholders at any meeting legally held and
attended either in person or by proxy by the holders of a majority of the voting
power of capital stock outstanding.
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STATE OF MAINE
NOTICE OF RESIGNATION
OF CLERK
Pursuant to 13-A MRSA Section 304(4) you are hereby notified that the
undersigned has resigned as the Clerk of Bangor Investment Company, a Maine
-------------------------
corporation, whose address is
c/o Bangor and Aroostook Railroad Company,
RFD #2, Bangor, Maine 04401 .
- -------------------------------------------------------------------------------
(street, city, state and zip code)
*A copy of the notice of resignation has been mailed to Walter E. Travis, at
-----------------
(insert name)
Bangor Investment Company
c/o Bangor and Aroostook Railroad Company
RFD #2, Bangor, Maine 04401
- --------------------------------------------------------------------------------
(mailing address) (zip code)
the President of the corporation.
-------------------------
(corporate officer)
Dated: September 2, 1987
------------------
/s/ WILLIAM M. HOUSTON
------------------------------
(signature of clerk)
WILLIAM M. HOUSTON
------------------------------
(type or print name)
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STATE OF MAINE
CHANGE OF CLERK OR
REGISTERED OFFICE OR BOTH
Pursuant to 13-A MRSA Section 304
the undersigned corporation advises
you of the following change(s):
FIRST: The name and registered office of the clerk appearing on the record in
Secretary of State's office
William M. Houston
- -------------------------------------------------------------------------------
RFD #2, Bangor, Maine 04401
- -------------------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of its successor (new) clerk who must
be a Maine resident
Shirley R. Strout, c/o Bangor and Aroostook Railroad Company
- -------------------------------------------------------------------------------
Northern Maine Junction Park, RFD #2, Bangor, Maine 04401
- -------------------------------------------------------------------------------
(street, city, state and zip code)
THIRD: Upon a change in clerk this must be completed:
( ) Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders by
the articles or the bylaws.
(XX) Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the
above action by the shareholders.
/s/ SHIRLEY R. STROUT
---------------------------
(signature of new clerk,
secretary or assistant
secretary)
Shirley R. Strout, Clerk
Dated: September 2, 1987
---------------------------------
BANGOR INVESTMENT COMPANY
---------------------------
(name of corporation)
By /s/ SHIRLEY R. STROUT
-------------------------
(signature)
Shirley R. Strout, Clerk
---------------------------
(type or print name and
capacity)
By
------------------------
(signature)
---------------------------
(type or print name and
capacity)
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STATE OF MAINE
ARTICLES OF AMENDMENT
(AMENDMENT BY SHAREHOLDERS
VOTING AS ONE CLASS)
Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
corporation adopts these Articles of Amendment:
FIRST: All outstanding shares were entitled to vote on the following
amendment as one class.
SECOND: The amendment set out in Exhibit A attached was adopted by
the shareholders (Circle one)
A. at a meeting legally called and held on, OR June 14,
1988.
[B.] by unanimous written consent on
THIRD: Shares outstanding and entitled to vote and shares voted for
and against said amendment were:
Number of Shares Outstanding NUMBER NUMBER
and Entitled to Vote Voted For Voted Against
---------------------------- --------- -------------
250,000 250,000 0
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which this shall
be effected is contained in Exhibit B attached if it is not
set forth in the amendment itself.
See Exhibit A
FIFTH: (Complete if Exhibits do not give this information.) If the
amendment changes the number or par values of authorized
shares, the number of shares the corporation has authority to
issue thereafter, is as follows:
Class Series (If any) Number of Shares Par Value (If any)
----- --------------- ---------------- ------------------
Common Stock none 179,810 none
The aggregate par value of all shares (of all classes and
series) having par value is $ 0.
The total number of all such shares (of all classes and
series) without par value is 179,810 shares.
c/o Bangor and Aroostook Railroad Company, RFD#2
SIXTH: Address of the registered office in Maine: Northern Maine Junction Park, Bangor, ME 04401
------------------------------------------------
(street, city and zip code)
----------------------------------------------------
MUST BE COMPLETED FOR VOTE OF BANGOR INVESTMENT COMPANY
SHAREHOLDERS ------------------------------------------------
-------------------------------------------------- (Name of Corporation -- Typed or Printed)
I certify that I have custody of the minutes
showing the above action by the shareholders. By* /s/ SHIRLEY R. STROUT
---------------------------------------------
/s/ SHIRLEY R. STROUT (signature)
--------------------------------------------------
(signature of clerk, secretary or asst. secretary) Shirley R. Strout, Clerk
---------------------------------------------------- ------------------------------------------------
(type or print name and capacity)
Dated: June 15, 1988
----------------------------------------------
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EXHIBIT A
BANGOR AND AROOSTOOK RAILROAD COMPANY
Written Consent of Shareholder
Pursuant to Section 620, Sub-Section 2 and
Section 803, Sub-Section 5 of the
Maine Business Corporation Act
The undersigned being the owner of all of the issued and outstanding
common stock of Bangor Investment Company, a Maine Corporation, hereby consents
to the following action being taken for and in behalf of said Bangor Investment
Company:
VOTED: That pursuant to 13-A, Maine Revised Statutes, Sections 801 and 802,
Sub-Section 2G, the following amendment to the Composite Certificate
of Organization of Bangor Investment Company, a Maine corporation, all
of whose issued and outstanding common stock is owned by this Company,
be and hereby is adopted: (i) to change the 250,000 shares of common
stock of $1.00 per share par value, which have been previously issued
and are presently outstanding, into 179,810 shares of common stock
without par value; (ii) to change the amount of capital stock
previously authorized from $250,000 (consisting of 250,000 shares of
common stock of $1.00 per share par value) to 179,810 shares without
par value; and (iii) to change the par value of the shares of common
stock from $1.00 par value to no par value.
BANGOR AND AROOSTOOK RAILROAD COMPANY
BY [ILLEGIBLE]
-----------------------------------
President
June 14, 1988
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STATE OF MAINE
ARTICLES OF MERGER
OF
BIC MERGER CORPORATION
---------------------------
A MAINE CORPORATION
INTO
BANGOR INVESTMENT COMPANY
---------------------------
A MAINE CORPORATION
Pursuant to 13 -- A MRSA Section 903, the board of directors of each
participating corporation approve and the undersigned corporations, adopt the
following Articles of Merger:
FIRST: The plan of merger is set forth in Exhibit A attached hereto and
made a part hereof.
SECOND: As to each participating corporation, the shareholders of which
voted on such plan of merger, the number of shares outstanding and the number
of shares entitled to vote on such plan, and the number of such shares voted
for and against the plan, are as follows:
Number of
Name of Shares Number of Shares
Corporation Outstanding Entitled to Vote Voted For Voted Against
- ----------------------- ----------- ---------------- --------- -------------
BIC Merger Corporation 100 100 100 0
Bangor Investment
Company 179,296 179,296 178,547 307
THIRD: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class, and the
number of shares of each such class voted for and against the plan, are as
follows:
Name of Designation Number of
Corporation of Class Shares Voted For Voted Against
- ----------------------- ----------- ---------------- --------- -------------
Not Applicable.
(Include the following paragraph if the merger was authorized without the
vote of the shareholders of the surviving corporation. Omit if not applicable.)
FOURTH: The plan of merger was adopted by the participating corporation
which is to become the surviving corporation in the merger without any vote of
its shareholders, pursuant to section 902, subsection 5. The number of shares
of each class outstanding immediately prior to the effective date of the
merger, and the number of shares of each class to be issued or delivered
pursuant to the plan of merger of the surviving corporation are set forth as
follows:
Not Applicable.
Number of Shares Outstanding Number of Shares to Be Issued
Designation Immediately Prior to Effective Or Delivered Pursuant To The
Of Class Date of Merger Merger
- ------------ ------------------------------ -----------------------------
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FIFTH: The address of the registered office of the surviving corporation is
c/o Bangor & Aroostook Railroad Company, Northern Maine Junction Park,
----------------------------------------------------------------------
RFD #2, Bangor, ME 04401.
----------------------------------------------------------------------
(street, city, state and zip code)
The address of the registered office of the merged corporation is
One Portland Square, P.O. Box 586, Portland, ME 04112.
----------------------------------------------------------------------
(street, city, state and zip code)
SIXTH: Effective date of the merger (if other than date of filing of Article)
is ______________, 19 _____.
See Section 2 of attached Plan of Merger and Reorganization.
(Not to exceed 60 days from date of filing of the Articles.)
Dated: January 24, 1989 BANGOR INVESTMENT COMPANY
-------------------------- --------------------------------
(surviving corporation)
===================================================
MUST BE COMPLETED FOR VOTE OF
SHAREHOLDERS
===================================================
I certify that I have custody of the minutes
showing the above action by the shareholders of
Bangor Investment Company
- ---------------------------------------------------
(name of corporation)
/s/ SHIRLEY R. STROUT
- ---------------------------------------------------
(signature of clerk, secretary or asst. secretary.)
===================================================
Dated: January 24, 1989
--------------------------------------------
===================================================
MUST BE COMPLETED FOR VOTE OF
SHAREHOLDERS
===================================================
I certify that I have custody of the minutes
showing the above action by the shareholders of
BIC Merger Corporation
- ---------------------------------------------------
(name of corporation)
/s/ GREGORY S. FRYER
- ---------------------------------------------------
(signature of clerk, secretary or asst. secretary)
===================================================
By* /s/ SHIRLEY R. STROUT
------------------------------------------------
(Signature)
Shirley R. Strout, Clerk
- ---------------------------------------------------
(type or print name and capacity)
BIC MERGER CORPORATION
- ---------------------------------------------------
(merged corporation)
By* /s/ GREGORY S. FRYER
------------------------------------------------
(Signature)
Gregory S. Fryer, Clerk
- ---------------------------------------------------
(type or print name and capacity)
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EXHIBIT A
PLAN OF MERGER AND REORGANIZATION
PLAN OF MERGER AND REORGANIZATION dated as of December 7, 1988 by and
among Downeast Securities Corporation, a Delaware corporation ("Downeast");
Deer Isle Corporation, a Delaware corporation ("Deer Isle"); Bangor &
Aroostook Railroad Company, a Maine corporation ("BAR"); Bangor Investment
Company, a Maine corporation ("BIC"); BAR Merger Corporation, a Maine
corporation ("Newco BAR"); and BIC Merger Corporation, a Maine corporation
("Newco BIC") (all of such corporations, collectively, being herein referred to
as the "Corporations").
W I T N E S S E T H:
WHEREAS, the Board of Directors of each Corporation has determined
that it is in the best interests of such Corporation to participate in the
reorganization contemplated by this Plan of Merger and Reorganization;
WHEREAS, Downeast owns approximately 99.325% of the outstanding
shares of Common Stock of BAR, approximately 99.325% of the outstanding shares
of Common Stock of BIC, 100% of the outstanding shares of Common Stock of Deer
Isle, 100% of the outstanding Common Stock of Newco BAR, and 100% of the
outstanding shares of Common Stock of Newco BIC;
NOW, THEREFORE, the contemplated reorganization shall be effected as follows:
1. Pursuant to this Plan of Merger and Reorganization, as of
the Effective Date (as defined below), (a) Newco BAR shall merge into BAR (the
"BAR Merger", with BAR being the surviving corporation of such merger, and (b)
Newco BIC shall merge into BIC (the "BIC Merger"), with BIC being the surviving
corporation of such merger. Upon the Effective Date, the separate existence of
Newco BAR and Newco BIC shall be merged with and into BAR and BIC,
respectively.
2. The BAR Merger and the BIC Merger shall become effective
as of the time and date of filing, with the office of the Secretary of State of
Maine, of Articles of Merger for the BAR Merger and the BIC Merger, whichever
filing occurs later (the "Effective Date").
3. The articles of incorporation and bylaws of BAR and BIC
in effect immediately prior to the Effective Date shall remain the articles of
incorporation and bylaws of BAR and BIC, respectively, upon and after the
Effective Date, until subsequently altered, amended, or repealed as provided by
law.
4. The directors and officers of BAR and BIC immediately
prior to the Effective Date shall remain the directors and
13
officers Of BAR and BIC, respectively, upon and after the Effective Date, until
their respective successors are duly elected or appointed and have been
qualified in the manner provided in the articles of incorporation and bylaws of
BAR and BIC, respectively, or as otherwise provided by law.
5. By virtue of the BAR Merger, (a) each share of Common
Stock of Newco BAR outstanding immediately prior to the Effective Date shall,
upon the Effective Date, be converted into 1/10th new share of Common Stock, no
par value, of BAR; (b) each share of Common Stock of BAR owned of record
immediately prior to the Effective Date by Downeast shall remain outstanding in
the name of Downeast upon the Effective Date; and (c) all other shares of
Common Stock of BAR outstanding immediately prior to the Effective Date shall,
upon the Effective Date, be cancelled and each stock certificate for such
cancelled shares shall thereupon represent solely the right to be paid $150.00
per share in cash upon surrender of the certificate to BAR.
6. By virtue of the BIC Merger, (a) each share of Common
Stock of Newco BIC outstanding immediately prior to the Effective Date shall,
upon the Effective Date, be converted into 1/10th new share of Common Stock, no
par value, of BIC; (b) each share of Common Stock of BIC owned of record
immediately prior to the Effective Date by Downeast shall remain outstanding in
the name of Downeast upon the Effective Date; and (c) all other shares of
Common Stock of BIC outstanding immediately prior to the Effective Date shall,
upon the Effective Date, be cancelled and each stock certificate for such
cancelled shares shall thereupon represent solely the right to be paid $60.00
per share in cash upon surrender of the certificate to BIC.
7. Following consummation of the BAR Merger, Downeast shall
make a capital contribution to Deer Isle in the form of all capital stock owned
by Downeast in BAR. Through such capital contribution, BAR shall become the
wholly-owned subsidiary of Deer Isle, which shall remain the wholly-owned
subsidiary of Downeast.
8. Following consummation of the BAR Merger and the BIC
Merger, BIC shall pay a dividend to its sole shareholder (Downeast) in the form
of all capital stock owned by BIC in the following wholly-owned subsidiaries:
Bangor & Aroostook Transportation Company, Machine Accounting, Inc., Maine
Rent-a-Car System, Maine Rent-a-Truck System, and McKay Rock Products, Inc.
(collectively, the "BIC Subsidiaries"). Downeast shall then make a capital
contribution to Deer Isle in the form of all capital stock owned by Downeast in
the BIC Subsidiaries. Through such dividend and such capital contribution, the
BIC Subsidiaries shall become wholly-owned subsidiaries of Deer Isle.
9. Consummation of the BAR Merger and BIC Merger and all other
transactions contemplated by this Plan of Merger and Reorganization shall be
conditioned upon prior approval of this
-2-
14
Plan of Merger and Reorganization by (i) the Boards of Directors of each of the
Corporations (by vote or by written consent in the manner provided by law),
(ii) the affirmative vote of the holders of a majority of the outstanding shares
of each of BAR and BIC and (iii) the written consent of Downeast as sole
shareholder of Newco BAR, Newco BIC, and Deer Isle Corporation.
10. The Board of Directors of any of the Corporations may by
resolution at any time prior to the Effective Date cause this Plan of Merger
and Reorganization to be abandoned. Any such action shall not require a further
vote of the shareholders of any of the Corporations.
11. The provisions set forth in this Plan of Merger and
Reorganization shall not be deemed to be exclusive of or otherwise to limit the
statutory dissenters' rights provided under the Maine Business Corporation
Act, Title 13-A Maine Revised Statutes Annotated.
-3-
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STATE OF MAINE
CHANGE OF CLERK or
REGISTERED OFFICE or BOTH
Pursuant to 13-A MRSA Section 304 the undersigned
corporation advises you of the following change(s):
FIRST: The name and registered office of the clerk appearing on the record
in Secretary of State's office
Shirley R. Strout
--------------------------------------------------------------------
c/o Bangor & Aroostook Railroad, Northern Main Junction
Park; RFD 2; Bangor, Maine 04401
--------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and registered office of its successor (new) clerk who
must be a Maine resident:
Roberta H. Toothaker
--------------------------------------------------------------------
(name)
One Portland Square, P.O. Box 586, Portland, ME 04112-0586
--------------------------------------------------------------------
(street, city, state and zip code)
THIRD: Upon a change in clerk this must be completed:
(x ) Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders by
the articles or the bylaws.
( ) Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the above
action by the shareholders.
--------------------------------
(signature of new clerk,
secretary or assistant
secretary)
Dated: November 17, 1993 BANGOR INVESTMENT COMPANY
------------------ --------------------------------
(name of Corporation)
By /s/ ROBERTA H. TOOTHAKER
--------------------------------
(signature)
Roberta H. Toothaker, Clerk
--------------------------------
(type or print name and capacity)
16
STATE OF MAINE
CHANGE OF CLERK or
REGISTERED OFFICE or BOTH
Pursuant to 13-A MRSA Section 304 the undersigned
corporation advises you of the following change(s):
FIRST: The name and registered office of the clerk appearing on the record
in Secretary of State's office
Roberta H. Toothaker
--------------------------------------------------------------------
One Portland Square, P.O. Box 586, Portland, ME 04112-0586
--------------------------------------------------------------------
(street, city, state and zip code)
SECOND: The name and physical location of the registered office of the
successor (new) clerk, who must be a Maine resident, are:
Mark K. Googins
--------------------------------------------------------------------
(name)
One Portland Square, P.O. Box 586, Portland, ME 04112-0586
--------------------------------------------------------------------
(street address (not P.O. Box), city, state and zip code)
--------------------------------------------------------------------
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
( ) Such change was authorized by the board of directors and the
power to make such change is not reserved to the shareholders by
the articles or the bylaws.
(X ) Such change was authorized by the shareholders. (Complete the
following)
I certify that I have custody of the minutes showing the above
action by the shareholders.
/s/ MARK K. GOOGINS
--------------------------------
(signature of new clerk)
Dated: December 13, 1995 BANGOR INVESTMENT COMPANY
------------------ --------------------------------
(name of Corporation)
By /s/ MARK K. GOOGINS
--------------------------------
(signature)
Mark K. Googins, Clerk
--------------------------------
(type or print name and capacity)
17
BANGOR INVESTMENT COMPANY
BYLAWS
CORRECTED AT MEETING OF STOCKHOLDERS MARCH 7, 1984
I.
This corporation shall be known by the name of Bangor Investment Company
and shall have a common seal bearing the words "Bangor Investment Company
incorporated 1904."
II.
The officers of the corporation shall be a President, a Clerk, a
Treasurer, three Directors and such other officer as from time to time may be
appointed by the President or by the Board of Directors. Any person, whether or
not he is a Director, may hold more than one office.
III.
The Directors shall be elected annually by the stockholders and shall
continue in office until their successors are elected, but in case of any
vacancy caused by death, resignation or otherwise, a person shall be elected by
the Board of Directors to fill such vacancy.
IV.
Meetings of the Board of Directors shall be called by the Clerk upon
direction of the President or two or more of the Directors, and two members
shall constitute a quorum for the transaction of business at such meetings. At
least one day's notice by mail, telephone or telegraph, of meetings of the
Board of Directors shall be given, except that such notice may be waived by a
majority of the Directors if they shall sign a statement to that
18
effect in the minutes of such meeting. The President shall preside at meetings
of the Board of Directors, except that in the event of his absence those
present shall elect a presiding officer.
V.
The Annual Meeting of Stockholders shall be held on the same date as the
Annual Meeting of Stockholders of Bangor and Aroostook Railroad Company, at a
time and place determined by the Directors. Special meetings of the
Stockholders may be called at the direction of a majority of the Board of
Directors, or at the written request of the holders of a majority in voting
power of the capital stock outstanding.
At meetings of Stockholders a representation in person or by proxy of
one-fifth in voting power of the capital stock legally outstanding shall
constitute a quorum for the transaction of business. Notice of annual or
special meetings, which notice shall include a general statement of the
business to be considered at such meeting, shall be given by the Clerk in
writing by mailing, to each stockholder of record on a day designated by the
Board of Directors, such notice by first-class mail, postage prepaid, at least
ten days in advance of the date set for such meeting; except that all
requirements as to notice may be waived if at the meeting unanimous consent of
the Stockholders is given by endorsement into the minutes, such consent to be
given in person or by proxy. The President shall preside at meetings of the
Stockholders, except that in the event of his absence those present shall elect
a presiding officer.
19
VI.
The Board of Directors shall have the following powers in addition to
powers granted elsewhere herein:
(a) To call special meetings of the Stockholders.
(b) To fill vacancies in their number.
(c) To exercise general control over the business of the corporation.
(d) To declare dividends out of the profits of the corporation.
(e) To audit all accounts or cause them to be audited.
(f) To do all things which in their judgment will promote the interests
of the corporation, not inconsistent with these Bylaws and of the laws
of the State and of the United States.
VII.
(1) The President shall have general control and management of the
corporation and shall perform duties designated by the Board of Directors. He
shall be empowered to delegate his duties to other officers as he may designate
to an extent not inconsistent with the directions and powers of the Board of
Directors.
(2) The Clerk shall be elected by the Stockholders and shall hold office
until his successor is elected. Either in person or through competent
assistants, he shall keep the minutes of the meetings of the Stockholders and
of the Board of Directors, shall have the custody and use of the seal of the
corporation for corporate purposes, shall maintain a list of stockholders,
shall notify Stockholders and Directors of meetings, shall receive and have
custody of proxies submitted by Stockholders, and
20
shall perform such other duties as may be required by law and such other
duties, not inconsistent with the duties herein specified, as may be required
by the President and the Board of Directors. In the event of death of the Clerk
or his inability to serve, a successor shall be named by the Board of Directors,
which successor shall hold office until a further successor shall be elected by
the Stockholders.
(3) The Treasurer shall be elected by the Board of Directors and, either
in person or through competent assistants, shall have custody of all moneys of
the corporation and shall disburse same under the general direction of the Board
of Directors. He shall keep regular and detailed accounts of all receipts and
disbursements and make reports of same to the Board of Directors and to the
President when required. He shall perform such other duties in connection with
the financial affairs of the corporation as may be required by the President and
the Board of Directors. When required by the Board of Directors, the Treasurer
shall furnish a bond for the faithful discharge of his duties, in such sum as
the Directors shall determine.
VIII.
The Board of Directors shall provide for the issue, transfer and
registration of the shares of capital stock of the Company and may appoint the
necessary Transfer Agents and Registrars for that purpose. The Directors shall
determine the form and denominations of stock certificates and may designate
what officer or officers may sign said certificates in the name of the Company.
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Additional capital stock of the Company may be authorized by the
Stockholders in accordance with law, which capital stock shall be
non-assessable and shall be issued by the Board of Directors, without regard to
pre-emptive rights, upon such terms and conditions and in such amounts as the
Directors from time to time deem to be in the best interests of the Company.
IX.
The Company shall indemnify each present and future Director and Officer
of the Company (and his heirs, executors and administrators) against all
expenses and liabilities reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved by
reason of his being or having been a Director or Officer of the Company, except
in relation to matters as to which he shall be adjudged in such action, suit or
proceeding to have been liable for negligence or misconduct in the performance
of his duties as such Director or Officer.
X.
The Bylaws may be altered or amended to an extent not inconsistent with
law, by the Board of Directors at any meeting legally held and attended by a
majority of said Board, or by the Stockholders at any meeting legally held and
attended either in person or by proxy by the holders of a majority of the
voting power of capital stock outstanding.
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EXHIBIT A
BYLAWS
OF
COMMUNICATIONS RESOURCE ASSOCIATES, INC.
(formerly B & A Communications, Inc.)
ARTICLE I
DEFINITIONS
When used in these Bylaws, the terms defined below shall have the meanings
specified.
The "Articles" shall mean the Articles of Incorporation of the Corporation,
including any and all amendments thereto, as then in effect.
The "Board" shall mean the Board of Directors of the Corporation.
The "Corporation" shall mean Communications Resource Associates, Inc., a
Maine Corporation.
The "Corporation Act" shall mean the Maine Business Corporation Act, Title
13-A of the Revised Maine Statutes Annotated, as then in effect.
The "State" shall mean the State of Maine.
ARTICLE II
CORPORATE OFFICES
SECTION 2.1 Principal Office. The principal office of the Corporation
shall at Northern Maine Junction Park, R.R. 2, Bangor, Maine 04401, or such
other location as the Board may from time to time designate.
SECTION 2.2 Registered office. The Clerk of the Corporation shall maintain
the registered office of the Corporation at some fixed place within the State,
which may be, but need not be, the Corporation's principal office.
SECTION 2.3 Other Offices. The Corporation may also have offices at such
other places either within or without the State as the Board may from time to
time determine or as the business may require.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 3.1 Annual Meetings. The annual meeting of shareholders of the
Corporation for the election of directors
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and the transaction of other business shall be held (i) on the third Thursday
of March of each year, if not a legal holiday, and if a legal holiday then on
the next succeeding weekday not a legal holiday, or (ii) at such other date and
time as the Board shall specify by resolution.
SECTION 3.2 Special Meetings. Special meetings of the shareholders may be
called only by the President, the Board, the holders of not less than ten (10)
percent of the shares entitled to vote at the meeting, or such other persons as
are specifically entitled by the Corporation Act to call special meetings of
shareholders.
SECTION 3.3 Place of Meetings. All meetings of shareholders shall be held
at the principal office of the Corporation or at such other place within or
without the State as may be determined by the Board.
SECTION 3.4 Notice of Meetings. Written notice of each meeting of
shareholders, stating the place, date, and hour of the meeting, shall be
delivered, either personally or by mail, to each shareholder of record entitled
to vote at such meeting, not less than three (3) nor more than sixty (60) days
before the meeting. In the case of a special meeting, or to the extent
otherwise required by the Corporation Act, the Articles, or these Bylaws, such
notice shall also state the purpose or purposes for which the meeting is
called. If mailed, such notice shall be deemed delivered when deposited with
postage prepaid in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation.
Notwithstanding any provision of these Bylaws, defects in the calling or notice
of a meeting of shareholders shall be deemed waived to the extent provided by
the Corporation Act.
SECTION 3.5 Record Date. For the purpose of determining shareholders
entitled to notice of and to vote at any meeting of shareholders, the Board may
fix in advance a record date, which date shall not be more than sixty (60)
days, nor less than three (3) full days, prior to the date of the meeting of
shareholders. If the Board does not fix a record date for a meeting of
shareholders, the record date shall be the date next preceding the date on
which notice of the meeting is mailed.
SECTION 3.6 Quorum. At each meeting of shareholders, the holders of a
majority of the shares entitled to vote thereat, present in person or by proxy,
shall constitute a quorum for the transaction of business.
SECTION 3.7 Adjournments. In the absence of a quorum, any meeting of
shareholders may be adjourned from time to time by vote of a majority of the
shares present, or if no shares are present, by the Clerk.
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SECTION 3.8 Organization. Each meeting of shareholders shall be presided
over by the President or by a person designated by the President to act as
chairman of the meeting. If the President is not present and no person is so
designated by him, the chairman of the meeting shall be chosen by plurality
vote of the shares present or represented at the meeting and entitled to vote.
The order of business at all meetings of shareholders shall be as determined by
the chairman of the meeting. The secretary of the meeting shall keep a record
of all actions taken by the shareholders at the meeting.
SECTION 3.9 Voting. Except as otherwise provided by the Articles, each
share of stock shall be entitled to one vote on each matter submitted to the
shareholders. Except as otherwise provided by statute, the Articles, these
Bylaws, or resolution of the Board of Directors, any corporate action shall be
authorized by a majority of the votes cast at the meeting by the holders of
shares entitled to vote on the subject matter.
SECTION 3.10 Voting Inspectors. At each meeting of shareholders, the Clerk
shall act as voting inspector unless the Board or the chairman of the meeting
shall have designated one or more voting inspectors for such meeting. No
director or candidate for the office of director shall act as an inspector for
the election of directors.
SECTION 3.11 List of Shareholders. The officer or agent having charge of
stock transfer books for shares of the Corporation shall, in advance of each
meeting of shareholders, prepare a complete list of the shareholders entitled
to vote at that meeting.
SECTION 3.12 Consent of Shareholders. Any action required or permitted to
be taken at any meeting of shareholders may be taken without a meeting if
written consents, setting forth the action so taken, are signed by the
holders of all outstanding shares entitled to vote on such action and are filed
with the Clerk. Such written consents shall have the same force and effect as a
unanimous vote of shareholders.
ARTICLE IV
DIRECTORS
SECTION 4.1 General Powers. The Board shall manage and direct the
management of the business and affairs of the Corporation and may exercise all
powers of the Corporation and do or cause to be done on behalf of the
Corporation all lawful acts as are not expressly reserved to the shareholders
by the Corporation Act, the Articles, or these Bylaws.
SECTION 4.2 Number. The number of directors constituting the Board shall
be not less than one (1) nor more than nine (9), and shall be fixed in the
manner provided by the Articles.
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SECTION 4.3 Qualifications. Directors must have attained the age of
twenty-one (21) years.
SECTION 4.4 Election and Term. Unless otherwise provided by the Articles
and except as hereinafter provided, the directors shall be elected each year at
the annual meeting of shareholders. Each director shall hold office until the
expiration of the term for which he is elected and until his successor has been
elected and qualified, or until his earlier resignation, removal from office,
death, or incapacity.
SECTION 4.5 Vacancies. Vacancies in the Board, including Vacancies created
by an increase in the number of directors, may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director. Any director elected to fill any vacancy shall be elected for the
unexpired term of his predecessor.
SECTION 4.6 Meetings and Notice. Regular meetings of the Board may be held
without notice at such place, date, and hour as shall be fixed from time to
time by resolution of the Board. Special meetings of the Board may be called
only by the President, any director, or such other persons as are specifically
permitted by the Corporation Act to call special meetings of directors. Notice
of the place, date, and hour of each special meeting (i) shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least three (3) business days before the meeting or (ii) shall have been sent
to him at such place by telegram or cable, or received by him in person by
telephone, at least twenty-four (24) hours before the meeting. Notwithstanding
any provision of these Bylaws, defects in the calling or notice of a meeting of
directors shall be deemed waived to the extent provided by the Corporation Act.
SECTION 4.7 Quorum; Voting. At each meeting of the Board, a majority of
the directors then in office shall constitute a quorum for the transaction of
business. Except as otherwise provided by the Corporation Act, the Articles, or
these Bylaws, the vote of a majority of the directors present at any meeting of
directors at which a quorum is or was once present shall constitute the act of
the Board. In the absence of a quorum, any meeting of directors may be
adjourned from time to time by vote of a majority of the directors present.
SECTION 4.8 Committees. By resolution adopted by a majority of the
directors then in office, the Board may designate from among its members an
executive committee and other committees, each consisting of two (2) or more
directors. The Board may delegate to any such committee all or any portion of
the authority of the Board, except to the extent prohibited by the Corporation
Act.
SECTION 4.9 Telephonic Meetings. Members of the Board or any committee
thereof may participate in a meeting of the Board
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or such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
SECTION 4.10 Consent of Directors. Any action required or permitted to be
taken at a meeting of the Board or of any committee thereof may be taken
without a meeting if written consents, setting forth the action taken, are
signed by all members of the Board or committee, as the case may be. Such
consents shall be filed with the minutes of the Board meetings or committee
meetings (as the case may be) and shall have the same effect as a unanimous
vote.
ARTICLE V
OFFICERS
SECTION 5.1 Principal Officers. The principal officers of the Corporation
shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, a
Clerk, and any other officers designated by the Board as principal officers.
Any two or more offices may be held by the same person.
SECTION 5.2 Appointive Officers. The Board or the President may from time
to time appoint or delegate the appointment of such other officers and
assistant officers as are deemed necessary, including one or more Assistant
Secretaries or Treasurers.
SECTION 5.3 Term of Office; Removal. Officers shall hold their offices
until their successors are chosen and have qualified, or until their earlier
resignation or removal from office. Any officer may be removed at any time,
with or without cause, by the Board. Any officer appointed by the President
pursuant to these Bylaws may be removed at any time, with or without cause, by
the President.
SECTION 5.4 Resignations. Any officer may resign at any time by giving
written notice to the President or the Clerk. Unless otherwise specified
therein, a resignation shall take effect upon receipt of such notice, and the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.5 Vacancies. A vacancy in any office, however occurring, shall
be filled for the unexpired portion of the term in the manner prescribed by
these Bylaws for regular election or appointment to such office.
SECTION 5.6 Powers and Duties. Except as hereinafter provided and subject
to the control of the Board, the officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, as
well as such
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powers and duties as from time to time may be conferred by the Board or, in the
case of appointive offices, by the President.
(a) President. The President shall be the chief executive officer of
the Corporation, shall preside at all meetings of shareholders and (unless the
Board shall have appointed a chairman of the board) all meetings of the Board,
and shall see that all orders and resolutions of the Board are carried into
effect. The President shall have authority to appoint and remove agents and
employees and to prescribe their powers and duties and may authorize any other
officer or officers to do so. He shall have authority to institute or defend
legal proceedings whenever the directors or shareholders are deadlocked.
(b) Vice President. The Board may elect one or more Vice Presidents, who
shall have such powers and duties as the Board shall designate. In the absence
or disability of the President, the Vice President (or, in case there shall be
more than one, the Vice Presidents in such order as the Board shall designate)
shall perform the duties and exercise the powers of the President.
(c) Secretary. The Secretary shall attend all meetings of the Board and
record its proceedings. He may give, or cause to be given, notice of all
meetings of shareholders and directors of the Corporation. The Secretary may
certify all votes, resolutions, and actions of the shareholders, the Board, and
committees of the Board.
(d) Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation and shall exercise
the powers and shall perform the duties incident to the office of Treasurer.
(e) Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as from time to
time may be assigned to them by the Board, the President, or the Secretary or
Treasurer (respectively). At the request of the Secretary or the Treasurer, or
in case of his absence or inability to act, any Assistant Secretary or
Assistant Treasurer (respectively) may act in his place.
(f) Clerk. The Clerk shall be a resident of the State and keep, at the
registered office of the corporation, records of all meetings of shareholders.
The Clerk may certify all votes, resolutions, and actions of the shareholders,
the Board, and committees of the Board.
ARTICLE VI
INDEMNIFICATION
SECTION 6.1 Indemnification of Directors and Officers. The Corporation
shall in all cases indemnify any existing or
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former director or officer of the Corporation who was or is a party or is
threatened to be made a party to any Action (as defined below) by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, partner, fiduciary, employee, or agent of another
Entity (as defined below), or by reason of his conduct in any such capacity,
against Expenses (as defined below) actually and reasonably incurred by him in
connection with such Action.
SECTION 6.2 Indemnification of Employees and Agents. The Corporation may,
but except as provided in Section 6.1 above shall not be required to, indemnify
any other person who was or is a party or is threatened to be made a party to
any Action by reason of the fact that he is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee, partner, fiduciary, or agent of another
Entity, or by reason of his conduct in any such capacity, against Expenses
actually and reasonably incurred by him in connection with such Action. Such
indemnification shall be subject to any restrictions imposed by applicable law
or by the Board in its discretion. Unless ordered by a court or required by
Section 6.1, indemnification permitted by this Section 6.2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of such person is proper in the circumstances and that he has
met the applicable standard of conduct set forth in clauses (i) and (ii) of
Section 6.3 below. Such determination shall be made by the Board by a majority
vote of a quorum consisting of directors who were not parties to such Action,
or if such a quorum is not obtainable (or even if obtainable, if a quorum of
disinterested directors so directs) by independent legal counsel in a written
opinion, or by the shareholders.
SECTION 6.3 Standards for Indemnification. Notwithstanding the
foregoing, no indemnification pursuant to Section 6.1 or 6.2 above shall be
provided for any person with respect to any matter as to which he shall have
been finally adjudicated in any Action not to have met the following standard
of conduct:
(i) That such person acted honestly and in the reasonable belief that
his action was in or not opposed to the best interests of the
Corporation or its shareholders or, in the case of a person serving
as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust or its
participants or beneficiaries; and
(ii) With respect to any criminal action or proceeding, that such person
did not have reasonable cause to believe that his conduct was
unlawful.
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Moreover, except to the extent otherwise permitted by law, no indemnification
shall be provided for any person with respect to any matter as to which he
shall have been finally adjudicated to be liable to the Corporation. The
termination of any Action by judgment, order, or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall
not of itself create a presumption that such person did not satisfy the
foregoing standard of conduct. Satisfaction of the foregoing standard of
conduct shall not of itself make mandatory any indemnification that is
otherwise permitted but not required by this Article VI.
SECTION 6.4 Expenses. (a) All Expenses reasonably incurred by any
existing or former director or officer in connection with any Action referred
to in Section 6.1 above shall promptly be paid by the Corporation, even in
advance of the final disposition of that Action.
(b) Any Expenses reasonably incurred by any other existing or former
employee or agent in connection with any Action referred to in Section 6.2
above may be paid by the Corporation, if so authorized by the Board, in advance
of the final disposition of that Action; provided, however, that Expenses may
be paid to an employee or agent only upon a determination (made in accordance
with Section 6.2 above) that, based solely on the facts then known to those
making the determination and without further investigation, the employee or
agent seeking indemnification satisfied the standard of conduct set forth in
clauses (i) and (ii) of Section 6.3 above. The Board, in its sole discretion,
may impose such conditions as it deems appropriate on any advance payment of
Expenses to an employee or agent under this paragraph (b).
(c) Notwithstanding paragraphs (a) and (b) of this Section 6.4, no advance
payment of Expenses shall be made hereunder unless the Company shall be in
receipt of:
(i) A written undertaking by or on behalf of the indemnified person to
repay that amount if such person is finally adjudicated not to be
entitled to indemnification by the Corporation; and
(ii) A written affirmation by the indemnified person that he has met the
standard of conduct set forth in clauses (i) and (ii) of Section
6.3 above.
The undertaking required by clause (i) of this paragraph (c) shall be an
unlimited general obligation of the person seeking the advance, but (except to
the extent otherwise provided by the Board pursuant to paragraph (b) of this
Section 6.4) shall not be secured and shall be accepted without reference to
financial ability to make the repayment.
SECTION 6.5 Enforceability. Once any right to indemnification against or
payment of Expenses arises
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hereunder, it shall be deemed a contract right and may not be modified or
revoked, whether by amendment of these Bylaws or otherwise, without the express
written consent of the indemnitee. Indemnification and payment rights hereunder
shall inure to the benefit of the indemnitee's heirs, devisees, executors, and
administrators. Any right to indemnification or payment of Expenses arising
under these Bylaws may be enforced by a separate action against the
Corporation, if and to the extent an order for such indemnification or payment
has not been entered by a court in any Action in respect of which
indemnification or payment of Expenses is sought.
SECTION 6.6 Nonexclusive Remedy. The rights provided by this Article VI
shall not be deemed exclusive of any other right of indemnification or
reimbursement provided by contract, the Articles, vote of shareholders or
directors, or otherwise.
SECTION 6.7 Insurance. The Corporation may purchase and maintain
insurance on behalf of itself and any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, partner, fiduciary, employee,
or agent of another Entity, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the Corporation Act.
SECTION 6.8 Definitions. For purposes hereof, the term "Action" shall
include any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative; the term "Entity"
shall include any corporation, partnership, joint venture, trust, pension or
other employee benefit plan, or other enterprise; and the term "Expenses" shall
include expenses (including, without limitation, costs of investigation and
attorneys, fees), judgments, fines, ERISA excise taxes or penalties, and
amounts paid in settlement. A person who serves as a director, officer,
trustee, employee, partner, fiduciary, or agent of an Entity controlled by the
Corporation, or a pension or employee benefit plan operated for the benefit of
employees of the Corporation, shall be deemed to be doing so at the request of
the Corporation.
ARTICLE VII
CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.
SECTION 7.1 Execution of Contracts. The President, and any other officer,
employee, or agent authorized by the Board or the President shall have
authority, in the name and on behalf of the corporation, to enter into any
contract. Such authority may be general, or may be confined to specific
instances or otherwise limited.
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SECTION 7.2 Loans. The President or any other officer, employee, or agent
authorized by the Board or the President may obtain loans and advances for the
Corporation from any person or entity; execute and deliver promissory notes or
other evidences of indebtedness of the Corporation for such loans or advances;
and when authorized to do so by the Board may pledge, hypothecate, or transfer
any property of the Corporation as security for any such loans or advances.
Such authority may be general, or may be confined to specific instances or
otherwise limited.
SECTION 7.3 Checks, Drafts, Etc. The Board or the President shall
establish from time to time the manner in which checks, drafts, and other
orders for the payment of money from the funds of the Corporation and all other
instruments evidencing indebtedness of the Corporation are to be executed on
behalf of the Corporation.
SECTION 7.4 Bank Accounts. The Board, the President, or any other officer
designated by the Board may from time to time authorize the opening and keeping
of general and special bank accounts with such banks, trust companies, or other
depositories as may be selected by the President or any such other officer or
officers. The Board may make such special rules and regulations with respect to
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.
ARTICLE VIII
CAPITAL STOCK
SECTION 8.1 Share Certificates. Each shareholder, upon payment in full
for his shares, shall be entitled to a certificate certifying the number of
shares owned by him in the Corporation. No certificate shall be issued for any
share until such share is fully paid. Each such certificate shall be signed in
the name of the Corporation by any two officers of the Corporation. Share
certificates of the Corporation shall conform to all requirements imposed
thereon by the Corporation Act or these Bylaws and shall bear such additional
legends, if any, as the Clerk shall consider appropriate.
SECTION 8.2 Lost Certificates. The Board may direct that a new
certificate be issued in place of any certificate previously issued by the
Corporation and alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. The Board may, in its discretion,
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond, in such sum and with such
sureties as the Board may direct, to indemnify the Corporation against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
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SECTION 8.3 Transfer of Shares. Each transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his duly authorized attorney-in-fact, or with
a transfer agent appointed in accordance with this Article VIII, upon surrender
of the certificate or certificates of 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, and the Corporation shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law; provided that whenever any transfer of
shares shall be made for collateral security and not absolutely, such fact, if
known to the Corporation or to its transfer agent, shall be so expressed in the
entry of transfer if requested in writing by both the transferor and
transferee. The Board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these Bylaws or the
Articles, concerning the issue, transfer, and registration of certificates for
shares of the capital stock of the Corporation.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.1 Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, except as otherwise fixed by resolution of the Board.
SECTION 9.2 Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and its state of incorporation and may be
in any form approved by the Board or the Clerk from time to time. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. In the event it is inconvenient to use such a seal,
the signature of the Corporation followed by the word "seal" enclosed in
parentheses shall be deemed the seal of the Corporation.
SECTION 9.3 Interpretation. Headings and captions used herein are inserted
for convenience only and in no way describe or define the scope or content of
any provision. Whenever used herein, the masculine gender shall include the
feminine and neuter genders, as the context requires. In the case of any
conflict between the provisions of the Articles and these Bylaws, the Articles
shall control.
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