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EXHIBIT 3.2
CITIZENS, INC.
AMENDED AND RESTATED BYLAWS
FEBRUARY 22, 1999
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INDEX
Page
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ARTICLE I OFFICES.................................................................... 1
Section 1.01 Registered Office and Place of Business.................................... 1
Section 1.02 Other Offices.............................................................. 1
ARTICLE II MEETINGS OF SHAREHOLDERS................................................... 1
Section 2.01 Place of Meeting........................................................... 1
Section 2.02 Annual Meetings............................................................ 1
Section 2.03 Special Meetings........................................................... 2
Section 2.04 Voting Lists............................................................... 2
Section 2.05 Notice of Meetings......................................................... 2
Section 2.06 Quorum of Shareholders..................................................... 3
Section 2.07 Manner of Action........................................................... 3
Section 2.08 Voting of Shares........................................................... 3
Section 2.09 Record Date................................................................ 4
Section 2.10 Action Without Meeting..................................................... 4
Section 2.11 Corporation's Acceptance of Votes.......................................... 4
Section 2.12 Meetings by Telecommunication.............................................. 6
ARTICLE III DIRECTORS.................................................................. 6
Section 3.01 Management of the Corporation.............................................. 6
Section 3.02 Number and Qualification................................................... 6
Section 3.03 Change in Number........................................................... 6
Section 3.04 Removal.................................................................... 6
Section 3.05 Filling of Vacancies....................................................... 7
Section 3.06 Method of Election......................................................... 7
Section 3.07 Place of Meetings.......................................................... 7
Section 3.08 Annual Meetings............................................................ 7
Section 3.09 Regular Meetings........................................................... 7
Section 3.10 Special Meetings........................................................... 7
Section 3.11 Quorum and Manner of Acting................................................ 8
Section 3.12 Action Without Meeting..................................................... 8
Section 3.13 Compensation............................................................... 8
Section 3.14 Procedure.................................................................. 8
Section 3.15 Advisory Board.............................................................. 8
Section 3.16 Interested Directors, Officers and Shareholders............................. 9
(a) Validity...............................................................
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(b) Disclosure; Approval...................................................
(c) Non-exclusive..........................................................
Section 3.17 Telephonic Meetings......................................................... 10
Section 3.18 Standard of Care............................................................ 10
ARTICLE IV EXECUTIVE COMMITTEE......................................................... 11
Section 4.01 Designation................................................................. 11
Section 4.02 Authority................................................................... 11
Section 4.03 Procedure................................................................... 11
Section 4.04 Removal..................................................................... 11
ARTICLE V OTHER COMMITTEES OF THE BOARD............................................... 11
Section 5.01 Other Committees............................................................ 11
ARTICLE VI NOTICES..................................................................... 12
Section 6.01 Manner of Giving Notices.................................................... 12
Section 6.02 Waiver of Notice............................................................ 12
ARTICLE VII POWERS AND DUTIES OF OFFICERS............................................... 12
Section 7.01 Elected Officers............................................................ 12
Section 7.02 Election.................................................................... 12
Section 7.03 Appointive Officers......................................................... 13
Section 7.04 Two or More Offices......................................................... 13
Section 7.05 Compensation................................................................ 13
Section 7.06 Term of Office; Removal; Filling of Vacancies............................... 13
Section 7.07 Chairman of the Board....................................................... 13
Section 7.08 Vice Chairman of the Board.................................................. 14
Section 7.09 President................................................................... 14
Section 7.10 Vice Presidents............................................................. 15
Section 7.11 Assistant Vice Presidents................................................... 15
Section 7.12 Treasurer................................................................... 15
Section 7.13 Assistant Treasurers........................................................ 16
Section 7.14 Secretary................................................................... 16
Section 7.15 Assistant Secretaries....................................................... 16
Section 7.16 Additional Powers and Duties................................................ 16
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ARTICLE VIII STOCK AND TRANSFER OF STOCK................................................. 16
Section 8.01 Certificates Representing Shares............................................ 16
Section 8.02 Lost Certificates........................................................... 17
Section 8.03 Transfer of Shares.......................................................... 17
Section 8.04 Registered Shareholders..................................................... 17
Section 8.05 Pre-emptive Rights.......................................................... 18
ARTICLE IX MISCELLANEOUS PROVISIONS.................................................... 18
Section 9.01 Dividends................................................................... 18
Section 9.02 Reserves.................................................................... 18
Section 9.03 Signing of Negotiable Instruments........................................... 18
Section 9.04 Seal........................................................................ 18
Section 9.05 Indemnification............................................................. 19
Section 9.06 Right to Indemnification.................................................... 19
Section 9.07 Effect of Termination of Action............................................. 20
Section 9.08 Groups Authorized to Make Indemnification Determination..................... 20
Section 9.09 Court-ordered Indemnification............................................... 20
Section 9.10 Advance of Expenses......................................................... 20
Section 9.11 Witness Expenses............................................................ 21
Section 9.12 Report to Shareholders...................................................... 21
Section 9.13 Surety Bonds................................................................ 21
ARTICLE X AMENDMENTS.................................................................. 21
Section 10.01 Amendments.................................................................. 22
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AMENDED AND RESTATED B Y L A W S OF
CITIZENS, INC.
ARTICLE I. OFFICES
Section 1.01. Registered Office and Place of Business. The registered
office of the Corporation shall be located in Denver, Colorado. The registered
office of the Corporation required by the Colorado Business Corporation Act to
be maintained in Colorado may be, but need not be, identical with the principal
or home office, and the address of the registered office or principal or home
office may be changed from time to time by the board of directors.
Section 1.02. Other Offices. The Corporation may have, in addition to
its registered office, offices and places of business at such places, both
within and without the State of Colorado, as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 2.01. Place of Meeting. All meetings of shareholders for any
purpose may be held at such times and at such place within or without the State
of Colorado as shall be stated in the notice of the meeting or a duly executed
waiver of notice thereof, except as may otherwise be required by law.
Section 2.02. Annual Meetings. An annual meeting of the shareholders
shall be held on the first Tuesday in June in each year, if not a legal holiday;
if it is a legal holiday, then it will be held on the next secular day
following, at which time a Board of Directors will be elected and such other
business as may properly be brought before the meeting will be transacted.
Section 2.03. Special Meetings. Special meetings of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute, by the
Articles of Incorporation, or by these Bylaws, may be called by the Chairman of
the Board, a majority of the Board of Directors, or if the Corporation receives
one or more written demands for the meeting, stating the purpose or purposes for
which it is to be held, signed and dated by the holders of shares representing
at least ten percent of all votes entitled to be cast on any issue proposed to
be considered at the meeting. Business transacted at all special meetings shall
be confined to the subjects stated in the notice of the meeting.
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Section 2.04. Voting Lists. The Secretary shall make, at the earlier of
ten days before each meeting of shareholders or two business days after notice
of the meeting has been given, a complete list of the shareholders entitled to
be given notice of such meeting or any adjournment thereof. The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall
show the address of and the number of shares of each class or series held by
each shareholder. For the period beginning the earlier of ten days prior to the
meeting or two business days after notice of the meeting is given and continuing
through the meeting and any adjournment thereof, this list shall be kept on file
at the principal office of the Corporation, or at a place (which shall be
identified in the notice) in the city where the meeting will be held. Such list
shall be available for inspection on written demand by any shareholder
(including for the purpose of this Section 2 any holder of voting trust
certificates) or his agent or attorney during regular business hours and during
the period available for inspection. The original stock transfer books shall be
prima facie evidence as to the shareholders entitled to examine such list or to
vote at any meeting of shareholders.
Section 2.05. Notice of Meetings. Written or printed notice, stating
the date, time and place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board or
person calling the meeting, to each shareholder of record entitled to vote at
the meeting, except that (i) if the number of authorized shares is to be
increased, at least thirty days' notice shall be given, or (ii) any other longer
notice period is required by the Colorado Business Corporation Act. Notice shall
be given personally or by mail, private carrier, telegraph, teletype,
electronically transmitted facsimile or other form of wire or wireless
communication by or at the direction of the Chairman of Board, the Secretary, or
the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed and if in a comprehensible form,
such notice shall be deemed to be given and effective when deposited in the
United States mail, addressed to the shareholder at such address as appears in
the Corporation's current record of shareholders, with postage prepaid. If
notice is given other than by mail, and provided that such notice is in a
comprehensible form, the notice is given and effective on the date received by
the shareholder.
Section 2.06. Quorum of Shareholders. One-third of the votes entitled
to be cast on a matter by a voting group shall constitute a quorum of that
voting group for action on the matter. If less than one-third of such votes are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time
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without further notice, for a period not to exceed 120 days for any one
adjournment. If a quorum is present at such adjourned meeting, any business may
be transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.
Section 2.07. Manner of Action. If a quorum exists, action on a matter
other than the election of directors by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action, unless the vote of a greater number or
voting by classes is required by law or the Articles of Incorporation.
Section 2.08. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of the shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation or any other certificate creating any class or series of stock. At
any meeting of the shareholders, every shareholder having the right to vote
shall be entitled to vote in person, or by proxy appointed by an instrument in
writing subscribed by such shareholder or by his duly authorized
attorney-in-fact and bearing a date not more than eleven months prior to said
meeting, unless said instrument provides for a longer period. A shareholder may
also appoint a proxy by transmitting or authorizing the transmission of a
telegram, teletype or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support
service organization, or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the Corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which
it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. Any complete copy, including an electronically
transmitted facsimile, of an appointment of a proxy may be substituted for or
used in lieu of the original appointment for any purpose for which the original
appointment could be used. Revocation of a proxy does not affect the right of
the Corporation to accept the proxy's authority unless (i) the Corporation had
notice that the appointment was coupled with an interest and notice that such
interest had been extinguished is received by the Secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his authority
under the appointment, or (ii) other notice of the revocation of the appointment
is received by the Secretary or other officer or agent authorized to tabulate
votes before the proxy exercises his authority under the appointment. Other
notice of revocation may, in the discretion of the Corporation, be deemed to
include the appearance at a
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shareholders' meeting of the shareholder who granted the proxy and his voting in
person on any matter subject to a vote at such meeting. The death or incapacity
of the shareholder appointing a proxy does not affect the right of the
Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the appointment.
The Corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment. Such proxy shall be filed with the
Secretary of the Corporation prior to or at the time of the meeting. Except as
otherwise provided in the Articles of Incorporation or in applicable law,
shareholders shall not have a right to cumulative voting.
Section 2.09. Record Date. The Board of Directors may fix in advance a
record date for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of the shareholders, the record date to be not less than
ten nor more than sixty days prior to such meeting. In the absence of any action
by the Board of Directors, the date upon which the notice of the meeting is
mailed shall be the record date.
Section 2.10. Action Without Meeting. Any action required by statute to
be taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
the shareholders entitled to vote with respect to the subject matter thereof,
and such consent shall have the same force and effect as a unanimous vote of the
shareholders. Any such signed consent, or a signed copy thereof, shall be placed
in the minute book of the Corporation.
Section 2.11. Corporation's Acceptance of Votes. If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:
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(i) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;
(ii) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the Corporation
requests, evidence of fiduciary status acceptable to the Corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation has been presented with respect to the
vote, consent, waiver, proxy appointment or proxy appointment revocation;
(iv) the name signed purports to be that of a pledgee, beneficial owner
or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the shareholder has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;
(v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-tenants or fiduciaries, and the person signing appears to be acting on behalf
of all the co-tenants or fiduciaries; or
(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by the
Corporation that are not inconsistent with this Section 2.11.
The Corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the Secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
Neither the Corporation nor its officers nor any agent who accepts or
rejects a vote, consent waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.
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Section 2.12. Meetings by Telecommunication. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE III. DIRECTORS
Section 3.01. Management of the Corporation. The business and affairs
of the Corporation shall be managed by its Board of Directors, who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute, by the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the shareholders.
Section 3.02. Number and Qualification. The Board of Directors shall
consist of not less than five nor more than twenty-seven directors, none of whom
need be shareholders or residents of the State of Colorado. The directors shall
be elected at the annual meeting of the shareholders, except as hereinafter
provided, and each director elected shall hold office until his successor shall
be elected and shall qualify.
Section 3.03. Change in Number. The minimum and maximum number of
Directors may be increased or decreased from time to time by amendment to these
Bylaws, provided that at no time shall the number of directors be less than five
nor more than twenty-seven. No decrease shall have the effect of shortening the
term of any incumbent director. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
Section 3.04. Removal. Any director may be removed either for or
without cause in the manner set forth in the Colorado Business Corporation Act.
Section 3.05. Filling of Vacancies. Any director may resign at any time
by giving written notice to the Corporation. Such resignation shall take effect
at the time the notice is received by the Corporation unless the notice
specifies a later effective date. Unless otherwise specified in the notice of
resignation, the Corporation's acceptance of such resignation shall not be
necessary to make it effective. Any vacancy on the board of directors may be
filled by the affirmative vote of a majority of the shareholders or the board of
directors. If the directors remaining in office constitute fewer than a quorum
of the board of directors, the directors may fill the
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vacancy by the affirmative vote of a majority of all the directors remaining in
office. If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected by
the shareholders, the director shall hold office for the unexpired term of his
predecessor in office; except that, if the director's predecessor was elected by
the directors to fill a vacancy, the director elected by the shareholders shall
hold office for the unexpired term of the last predecessor elected by the
shareholders.
Section 3.06. Method of Election. Cumulative voting shall not be
permitted. As is provided in the Articles of incorporation, as amended, the
voting rights of Class A common stock and Class B common stock shall be equal in
all respects, with the exception that the holders of the Class B common stock
shall have the exclusive right to elect a simple majority of the members of the
Board of Directors and the holders of the Class A common stock shall have the
exclusive right to elect the remaining directors. Accordingly, at each election
of directors by shareholders the holders of the Class B common stock shall first
elect a simple majority of the number to be elected and the holders of the Class
A common stock shall elect the remaining directors.
Section 3.07. Place of Meetings. The directors of the Corporation may
hold their meetings, both regular and special, either within or without the
State of Colorado.
Section 3.08. Annual Meetings. The first meeting of each newly elected
Board shall be held without further notice immediately following the annual
meeting of shareholders and at the same place, unless by unanimous consent of
the directors then elected and serving such time or place shall be changed.
Section 3.09. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and places as may be fixed from time to time
by the Board of Directors. Except as otherwise provided by statute, the Articles
of Incorporation or these Bylaws, any and all business may be transacted at any
regular meeting.
Section 3.10. Special Meetings. Special meetings of the board of
directors may be called by the Chairman of the Board on one day's notice to each
director, either personally or by mail, or by telegram; special meetings shall
be called by the Chairman of the Board in like manner, and like notice, on the
written request of a majority of the directors. Except as may be otherwise
expressly provided by statute, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in the notice or waiver of notice.
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Section 3.11. Quorum and Manner of Acting. At all meetings of the Board
of Directors, the presence of a majority of the directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, the Articles of Incorporation or these Bylaws.
If a quorum shall not be present at any meeting of directors, the directors
present thereat may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present. At any such
adjourned meeting reconvened, any business may be transacted which might have
been transacted at the meeting as originally convened.
Section 3.12. Action Without Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors or any executive committee
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the Board of Directors or the
executive committee, as the case may be. The signing of minutes setting forth
the action taken constitutes consent in writing. Such consent shall have the
same force and effect as a unanimous vote at a meeting, and may be stated as
such in any document or instrument filed with the Secretary of State.
Section 3.13. Compensation. The Board of Directors shall have authority
to determine from time to time the amount of compensation, if any, which shall
be paid to its members for their services as directors and as members of
standing or special committees of the Board. The Board shall also have power in
its discretion to provide for and to pay to directors rendering services to the
Corporation not ordinarily rendered by directors as such, special compensation
appropriate to the value of such services as determined by the Board from time
to time. Nothing herein contained shall be construed to preclude any directors
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 3.14. Procedure. The Board of Directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the minute book of
the Corporation.
Section 3.15. Advisory Board. The Chairman of the Board may establish
and appoint a member or members to an Advisory Board to act in an advisory
capacity to the Board of Directors.
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Section 3.16. Interested Directors, Officers and Shareholders.
(1) As used in this section, "conflicting interest transaction" means
any of the following:
(a) A loan or other assistance by the Corporation to a
director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest;
(b) A guaranty by the Corporation of an obligation of a
director of the Corporation or of an obligation of an entity in which a
director of a Corporation is a director or officer or has a financial
interest; or
(c) A contract or transaction between the Corporation and a
director of the Corporation or between the Corporation and an entity in
which a director of the Corporation is a director or officer or has a
financial interest.
(2) No conflicting interest transaction shall be void or voidable or be
enjoined, set aside, or give rise to an award of damages or other sanctions in a
proceeding by a shareholder or by or in the right of the Corporation, solely
because the conflicting interest transaction involves a director of the
Corporation or an entity in which a director of the Corporation is a director or
officer or has a financial interest or solely because the director is present at
or participates in the meeting of the Corporation's Board of Directors or of the
committee of the Board of Directors which authorizes, approves, or ratifies the
conflicting interest transaction or solely because the director's vote is
counted for such purpose if:
(a) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed
or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes, approves, or
ratifies the conflicting interest transaction by the affirmative vote
of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or
(b) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed
or are known to the shareholders entitled to vote thereon, and the
conflicting interest transaction is specifically authorized, approved,
or ratified in good faith by a vote of the shareholders; or
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(c) The conflicting interest transaction is fair to the
Corporation as of the time it is authorized, approved, or ratified by
the Board of Directors, a committee thereof, or the shareholders.
(3) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes, approves, or ratifies the conflicting interest transaction.
(4) The Board of Directors or a committee thereof shall not authorize a
loan, by the Corporation to a director of the Corporation or to an entity in
which a director of the Corporation is a director or officer or has a financial
interest, or a guaranty, by the Corporation of an obligation of a director of
the Corporation or of an obligation of an entity in which a director of the
Corporation is a director or officer or has a financial interest, pursuant to
paragraph (a) of subsection (2) of this section until at least ten days after
written notice of the proposed authorization of the loan or guaranty has been
given to the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders.
Section 3.17 Telephonic Meetings. The board of directors may permit any
director (or any member of a committee designated by the board of directors) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by which all
directors participating in the meeting can hear each other during the meeting. A
director participating in a meeting in this manner is deemed to be present at
the meeting.
Section 3.18 Standard of Care. A director shall perform his duties as a
director, including without limitation his duties as a member of any committee
of the board of directors, in good faith, in a manner he reasonably believes to
be in the best interests of the Corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A director shall not be liable to the Corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in compliance
with this Section 3.18.
The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the Corporation whom the director
reasonably believes
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to be reliable and competent in the matters presented, (ii) legal counsel,
public accountants, or other persons as to matters which the director reasonably
believes to be within such person's professional or expert competence, or (iii)
a committee of the board of directors on which the director does not serve if
the director believes the committee merits confidence.
ARTICLE IV. EXECUTIVE COMMITTEE
Section 4.01. Designation. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate an executive committee, to
consist of at least three but not more than five directors of the Corporation,
one of whom shall be the Chairman of the Board of Directors of the Corporation.
Section 4.02. Authority. The executive committee shall have and may
exercise all the authority of the Board of Directors in the management of the
business and affairs of the Corporation, except where action of a majority of
all members of the Board of Directors is required by the Colorado Business
Corporation Act or by the Articles of Incorporation, or these Bylaws, and shall
have power to authorize the seal of the Corporation to be affixed to all papers
which may require it.
Section 4.03. Procedure. The executive committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required. The minutes of the proceedings of the executive committee shall be
placed in the minute book of the Corporation.
Section 4.04. Removal. Any member of the executive committee may be
removed by the Board of Directors by the affirmative vote of a majority of the
whole Board, whenever in its judgment the best interests of the Corporation will
be served thereby.
ARTICLE V. OTHER COMMITTEES OF THE BOARD
Section 5.01. Other Committees. The Board of Directors may, by
resolution adopted by affirmative vote of a majority of the whole Board,
designate two or more directors (with such alternates, if any, as may be deemed
desirable) to constitute another committee or committees for any purpose;
provided that any such other committee or committees shall have and may exercise
only the power of recommending action to the Board of Directors or the executive
committee and of carrying out and implementing any instructions or any policies,
plans, and programs
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theretofore approved, authorized, and adopted by the Board of Directors or the
executive committee.
ARTICLE VI. NOTICES
Section 6.01. Manner of Giving Notices. Whenever, under the provisions
of the statutes or the Articles of Incorporation, or these Bylaws, notice is
required to be given to any committee member, director, or shareholder, and no
provisions are made regarding how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given in writing,
by mail, postage prepaid, addressed to such director or shareholder at such
address as appears on the books of the Corporation or by telegraph, teletype,
electronically transmitted facsimile or other form of wire or wireless
communication. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.
Section 6.02. Waiver of Notice. Whenever any notice is required to be
given to any committee member, shareholder, or director of the Corporation under
the provisions of the statutes, the Articles of Incorporation, or these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to such
notice (whether before or after the time stated in such notice) shall be deemed
equivalent to the giving of such notice. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting.
ARTICLE VII. POWERS AND DUTIES OF OFFICERS
Section 7.01. Elected Officers. The officers of the Corporation shall
be elected by the directors and shall be a Chairman of the Board, one or more
Vice Chairmen (each of whom shall be a director), a President, one or more Vice
Presidents as may be determined from time to time by the Board (and, in the case
of each such Vice President, with such descriptive title, if any, as the
Chairman of the Board of Directors shall deem appropriate), a Secretary and a
Treasurer. No elected officer of the Corporation need be a shareholder or
resident of the State of Colorado.
Section 7.02. Election. The Board of Directors, at its first meeting
after each annual meeting of shareholders, shall elect the said officers, with
the Chairman of the Board and each Vice Chairman (if any) selected from among
its members. Unless otherwise specified by the Board at the time of election or
appointment, or in an
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employment contract approved by the Board, each officer's term shall expire at
the first meeting of directors after the next annual meeting of shareholders.
Section 7.03. Appointive Officers. The Board of Directors may also
appoint one or more Assistant Vice Presidents, one or more Assistant
Secretaries, Assistant Treasurers, and such other officers and assistant
officers (none of whom need to be a member of the Board, a shareholder, or a
resident of the State of Colorado) as it shall from time to time deem necessary,
who shall exercise such powers and perform such duties as shall be set forth in
these Bylaws or determined from time to time by the Board of Directors or the
executive committee.
Section 7.04. Two or More Offices. The same person may hold any two or
more offices, except that the President and Secretary shall not be the same
person.
Section 7.05. Compensation. The Board of Directors or the executive
committee shall fix the compensation of all officers of the Corporation from
time to time. The Board of Directors or the executive committee may from time to
time delegate to the Chairman of the Board the authority to fix the compensation
of any or all the other officers of the Corporation.
Section 7.06. Term of Office; Removal; Filling of Vacancies. Each
elected officer of the Corporation shall hold office until his successor is
elected and qualifies in his stead or until his earlier death, resignation, or
removal from office. Each appointive officer shall hold office at the pleasure
of the Board of Directors without the necessity of periodic reappointment. Any
officer or agent elected or appointed by the Board of Directors may be removed
at any time by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors or the executive committee.
Section 7.07. Chairman of the Board. The Chairman of the Board shall be
the ranking officer of the Corporation. As such, he shall have the power to call
special meetings of the shareholders and directors for any purpose or purposes,
and he shall preside when present, if he so elects, at all meetings of the
shareholders and the Board of Directors. The Chairman of the Board shall have
general supervision of the affairs of the Corporation and general control of all
its business. He shall have authority to sign stock certificates. He shall see
that the books, reports, statements and certificates required by statutes or
laws applicable to the Corporation are properly kept, made and filed according
to law. The Chairman of the Board may exercise his general supervision and
control of the business and affairs of the Corporation through a Vice
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Chairman or the President and may delegate all or any of his powers or duties to
a Vice Chairman or the President, if and to the extent deemed by the Chairman of
the Board to be desirable or appropriate. In the absence or disability of the
Chairman of the Board, his duties shall be performed and his powers may be
exercised by a Vice Chairman, unless otherwise determined by the Chairman of the
Board, the executive committee or the Board of Directors..
Section 7.08. Vice Chairman of the Board. Each Vice Chairman of the
Board shall have such powers and perform such duties as the Board of Directors
may from time to time prescribe or as the Chairman of the Board may from time to
time delegate. A Vice Chairman of the Board, in the absence or disability of the
Chairman of the Board, shall perform the duties and exercise the powers of the
Chairman of the Board. One Vice Chairman shall be designated as the Senior Vice
Chairman, who shall serve as the Chief Administrative Officer of the Company.
Subject to the review, supervision and approval of his actions by the Chairman
of the Board, or the executive committee or the Board of Directors, he shall
have the authority to: cause the employment or appointment of and the discharge
of employees and agents of the Corporation under his supervision, other than
officers; suspend for cause pending final action by the authority which shall
have elected or appointed him subordinate to the Sr. Vice Chairman. The Chief
Administrative Officer shall put into operation the business policies of the
corporation as determined by the Chairman of the Board, the executive committee
or the Board of Directors. In carrying out such business policies, the Chief
Administrative Officer shall, subject to the supervision of the Chairman of the
Board, the executive committee, or the Board of Directors, have general
management of the day-to-day internal operations of the Corporation.
Section 7.09. President. The President shall serve as the Chief
Corporate Officer. He shall preside at meetings of the Board of Directors and
shareholders in the absence of, or at the request of, the Chairman of the Board
and/or Vice Chairman, and upon such request he shall have power to call special
meetings of the Board of Directors and shareholders for any purpose or purposes.
Subject to the supervision, approval and review of his actions by the Chairman
of the Board or Vice Chairman, or the executive committee or the Board of
Directors, he shall have authority to make and sign bonds, deeds, contracts, and
agreements in the name of and on behalf of the Corporation and to affix the
corporate seal thereto; and to sign stock certificates. As the Chief Corporate
Officer, the President shall be responsible for: seeing that the Company's books
and records are properly maintained by the various responsible officers,
including, but not limited to all accounting records and minute books of the
corporation; State and Federal regulatory relations and reporting; investments
of the corporation; investor relations and reporting; legal affairs of the
corporation; taxation and tax reporting; external and internal reporting; and
acquisitions. The President
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shall be subject only to the authority of the Chairman of the Board, the Vice
Chairman, the executive committee and the Board of Directors in carrying out his
duties. In the absence or disability of the President, his duties shall be
performed and his powers may be exercised by a Vice Chairman, unless otherwise
determined by these Bylaws, the Chairman of the Board, the Vice Chairman, the
executive committee or the Board of Directors.
Section 7.10. Vice Presidents. Each Vice President shall have such
powers and perform such duties and services as shall from time to time be
prescribed or delegated to him by the Chairman, Vice Chairman, President, the
executive committee or the Board of Directors.
Section 7.11 Assistant Vice Presidents. Each Assistant Vice President
shall generally assist a Vice President and shall have such powers and perform
such duties and services as shall from time to time be prescribed or delegated
to him by a Vice President, the President, the Vice Chairman, Chairman, the
executive committee, or the Board of Directors.
Section 7.12. Treasurer. The Treasurer shall be the chief accounting
and financial officer of the Corporation and shall have responsibility for all
matters pertaining to the accounts and finances of the Corporation. He shall
audit or cause to be audited all payrolls and vouchers of the Corporation and
shall direct the manner of certifying the same; shall receive, audit or cause to
be audited and consolidate all operating and financial statements of the books
of account of the Corporation, their arrangement and classification; shall
review the accounting and auditing practices of the Corporation and shall have
charge of all matters relating to taxation. The Treasurer shall have the care
and custody of all monies, funds, and securities of the Corporation; shall
deposit or cause to be deposited all such funds in and with such depositories as
the Board of Directors or the executive committee shall from time to time direct
or as shall be selected in accordance with procedure established by the Board or
executive committee; shall devise all terms of credit granted by the
Corporation; shall be responsible for the collection of all its accounts and
shall cause to be kept full and accurate accounts of all receipts and
disbursements of the Corporation; and shall have the power to endorse, for
deposit, collection, or otherwise, all checks, drafts, notes, bills of exchange,
or other commercial papers payable to the Corporation, and to give proper
receipts or discharges for all payments to the Corporation. The Treasurer shall
generally perform all the duties usually appertaining to the office of Treasurer
of a corporation. In his absence or disability, his duties shall be performed
and his powers may be exercised by an Assistant Treasurer, unless otherwise
determined by the Treasurer, the Chairman of the Board, the Vice Chairman, the
President, the executive committee, or the Board of Directors.
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Section 7.13. Assistant Treasurers. Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Treasurer, Chairman, the Vice Chairman, the President, the executive
committee, or the Board of Directors.
Section 7.14. Secretary. The Secretary shall give or cause to be given
notice of all meetings of the shareholders and the Board of Directors, and shall
attend such meetings and keep and attest to true records of all proceedings at
all meetings of the shareholders, the executive committee, and the Board. He
shall have charge of the corporate seal, with authority to attest to any and all
instruments or writings to which the same may be affixed. He shall keep and
account for all minute books, documents, papers, and records of the Corporation,
except those for which some other officer or agent is properly accountable. He
shall have authority to sign stock certificates and shall generally perform all
the duties usually appertaining to the office of Secretary of a corporation. In
the absence or disability of the Secretary, his duties shall be performed by an
Assistant Secretary, unless otherwise determined by the Secretary, the Chairman
of the Board, the Vice Chairman, the President, the executive committee, or the
Board of Directors.
Section 7.15. Assistant Secretaries. Each Assistant Secretary shall
generally assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Secretary, Chairman, Vice Chairman, the President, the executive
committee, or the Board of Directors.
Section 7.16. Additional Powers and Duties. In addition to the
foregoing especially enumerated duties, services, and powers, the several
elected and appointive officers of the Corporation shall perform such other
duties and services and exercise such further powers as may be provided by
statute, the Articles of Incorporation, or these Bylaws, or as may from time to
time be determined by the Board of Directors or the executive committee or as
assigned to them by any superior officer.
ARTICLE VIII. STOCK AND TRANSFER OF STOCK
Section 8.01. Certificates Representing Shares. Certificates in such
form as may be determined by the Board of Directors and as shall conform to the
requirements of the statutes, the Articles of Incorporation and these Bylaws
shall be delivered representing all shares to which shareholders are entitled.
Such certificates shall be
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consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Each certificate shall state on the face thereof that the
Corporation is organized under the laws of Colorado, the holder's name, the
number and class of shares which such certificate represents, and the par value
of such shares or a statement that such shares are without par value. Each
certificate shall be signed by the Chairman of the Board or Vice Chairman or the
President and the Secretary or an Assistant Secretary, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the Corporation or an employee of the Corporation, the signature
of any such officer may be a facsimile.
Section 8.02. Lost Certificates. The Chairman of the Board of
Directors, the Vice Chairman, the executive committee, the President, the
Secretary or such other officer or officers of the Corporation as the Board of
Directors may from time to time designate, in its or his discretion, may direct
a new certificate or certificates representing shares to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate or certificates to be lost, stolen,
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors, the executive committee, the Chairman, the Vice
Chairman, the President, the Secretary or any such other officer, in its or his
discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost, stolen or destroyed certificate(s), or his legal
representative, to advertise the same in such manner as it or he shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it or he may direct as indemnity against any claim that
may be made against the Corporation with respect to the certificate or
certificates to have been lost, stolen or destroyed.
Section 8.03. Transfer of Shares. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate or certificates representing shares,
duly endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, with all required stock transfer tax stamps affixed
thereto and canceled or accompanied by sufficient funds to pay such taxes, it
shall be the duty of the Corporation or the transfer agent of the Corporation to
issue a new certificate or certificates to the person entitled thereto, cancel
the old certificate or certificates, and record the transaction upon its books.
Section 8.04. Registered Shareholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of stocks as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or
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interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
Section 8.05. Pre-emptive Rights. No shareholder or other person shall
have any pre-emptive rights with regard to securities issued by the Company,
except as otherwise provided in the Articles of Incorporation or in applicable
law.
ARTICLE IX. MISCELLANEOUS PROVISIONS
Section 9.01. Dividends. The Board of Directors may, at any regular or
special meeting, declare dividends upon the outstanding shares of the
Corporation, if any, subject to the provisions of the Articles of Incorporation.
Dividends may be paid in cash, in property, or in shares of the Corporation,
subject to the provisions of the statutes and the Articles of Incorporation. The
Board of Directors may fix in advance a record date for the purpose of
determining shareholders entitled to receive payment of any dividend, such
record date to be not more than fifty days prior to the payment date of such
dividend. In the absence of any action by the Board of Directors, the date upon
which the Board of Directors adopts the resolution declaring such dividend shall
be the record date. The cash dividends paid upon each share of Class B common
stock shall be only one-half of the cash dividends paid on each share of Class A
common stock.
Section 9.02. Reserves. There may be created from time to time by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves as the directors in their discretion think
proper from time to time, to provide for contingencies, or to equalize
dividends, or to repair or maintain any property of the Corporation, or for such
other purpose as the directors shall think beneficial to the Corporation, and
the directors may modify or abolish any such reserve in the manner in which it
was created.
Section 9.03. Signing of Negotiable Instruments. All checks or demands
for money and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of Directors may from time
to time designate.
Section 9.04. Seal. The Corporation seal shall have inscribed thereon
the name of the Corporation. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced.
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Section 9.05. Indemnification. For purposes of Article IX, a "Proper
Person" means any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee benefit
plan. The Corporation shall indemnify any Proper Person against reasonably
incurred expenses (including attorney's fees), judgments, penalties, fines
(including any excise tax assessed with respect to an employee benefit plan) and
amounts paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding if it is determined by the groups set forth in
Section 9.08 of this Article that he conducted himself in good faith and in a
manner he reasonably believed (i) in the case of conduct in his official
capacity with the Corporation, that his conduct was in the Corporation's best
interests, or (ii) in all other cases (except criminal cases), that his conduct
was at least not opposed to the Corporation's best interests, or (iii) in the
case of any criminal proceeding, that he had no reasonable cause to believe his
conduct was unlawful. A Proper Person will be deemed to be acting in his
official capacity while acting as a director, officer, employee or agent on
behalf of this Corporation and not while acting on the Corporation's behalf for
some other entity.
No indemnification shall be made under this Article IX to a Proper
Person with respect to any claim, issue, or matter in connection with a
proceeding by or in the right of the Corporation in which the Proper Person was
adjudged liable to the Corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit. Further, indemnification
under this Section in connection with a proceeding brought by or in the right of
the Corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.
Section 9.06. Right to Indemnification. The Corporation shall indemnify
any Proper Person who was wholly successful, on the merits or otherwise, in
defense of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 9.05 of this Article IX against expenses
(including attorney's fees) reasonably incurred by him in connection with the
proceeding without the necessity of any action by the Corporation other than the
determination in good faith that the defense has been wholly successful.
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Section 9.07. Effect of Termination of Action. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 9.05 of this Article IX. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 9.06 of this Article IX.
Section 9.08 Groups Authorized to Make Indemnification Determination.
Except where there is a right to indemnification as set forth in Sections 9.05
or 9.06 of this Article or where indemnification is ordered by a court in
Section 9.09, any indemnification shall be made by the Corporation only as
authorized in the specific case upon a determination by a proper group that
indemnification of the Proper Person is permissible under the circumstances
because he has met the applicable standards of conduct set forth in Section 9.05
of this Article. This determination shall be made by the board of directors by a
majority vote of those present at a meeting at which a quorum is present, which
quorum shall consist of directors not parties to the proceeding ("Quorum"). If a
Quorum cannot be obtained, the determination shall be made by a majority vote of
a committee of the board of directors designated by the board of directors,
which committee shall consist of two or more directors not parties to the
proceeding, except that directors who are parties to the proceeding may
participate in the designation of directors for the committee. If a Quorum of
the board of directors cannot be obtained and the committee cannot be
established, or even if a Quorum is obtained or the committee is designated and
a majority of the directors constituting such Quorum or committee so directs,
the determination shall be made by (i) independent legal counsel selected by a
vote of the board of directors or the committee in the manner specified in this
Section 9.08 or, if a Quorum of the full board of directors cannot be obtained
and a committee cannot be established, by independent counsel selected by a
majority vote of the full board (including directors who are parties to the
action) or (ii) a vote of the shareholders.
Section 9.09 Court-ordered Indemnification. Any Proper Person may apply
for indemnification to the court conducting the proceeding or to another court
of competent jurisdiction for mandatory indemnification under Section 9.06 of
this Article, including indemnification for reasonable expenses incurred to
obtain court-ordered indemnification. If the court determines that such Proper
Person is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he met the standards of conduct set forth
in Section 9.05 of this Article or was adjudged liable in the proceeding, the
court may order such indemnification as the court deems proper except that if
the Proper Person has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred in connection with
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the proceeding and reasonable expenses incurred to obtain court-ordered
indemnification.
Section 9.10 Advance of Expenses. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 9.05 may be paid by the Corporation to any Proper Person in
advance of the final disposition of such action, suit or proceeding upon receipt
of (i) a written affirmation of such proper Person's good faith belief that he
has met the standards of conduct prescribed by Section 9.05 of this Article IX,
(ii) a written undertaking, executed personally or on the Proper Person's
behalf, to repay such advances if it is ultimately determined that he did not
meet the prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii) a
determination is made by the proper group (as described in Section 9.08 of this
Article IX) that the facts as then known to the group would not preclude
indemnification. Determination and authorization of payments shall be made in
the same manner specified in Section 9.08 of this Article IX.
Section 9.11 Witness Expenses. The sections of this Article IX do not
limit the Corporation's authority to pay or reimburse expenses incurred by a
director in connection with an appearance as a witness in a proceeding at a time
when he has not been made a named defendant or respondent in the proceeding.
Section 9.12 Report to Shareholders. Any indemnification of or advance
of expenses to a director in accordance with this Article IX, if arising out of
a proceeding by or on behalf of the Corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.
Section 9.13 Surety Bonds. Such officers and employees of the
Corporation (if any) as the Chairman, Vice Chairman, President, the Board of
Directors, or the executive committee may direct from time to time shall be
bonded for the faithful performance of their duties and for the restoration to
the Corporation, in case of their death, resignation, retirement,
disqualification or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in their possession or under their control
belonging to the Corporation, in such amounts and by such surety companies as
the Chairman, Vice Chairman, President, the Board of Directors, or the executive
committee may determine. The premiums on such bonds shall be paid by the
Corporation, and the bonds so furnished shall be in the custody of the
Secretary.
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ARTICLE X. AMENDMENTS
Section 10.01. Amendments. These Bylaws may be altered, amended or
repealed or new bylaws may be adopted at any meeting of the Board of Directors
at which a quorum is present by the affirmative vote of a majority of the
directors present at such meeting.
* * * * * * *
The undersigned Secretary of the Corporation hereby certifies that the
foregoing Amended and Restated Bylaws were adopted by unanimous consent of the
directors as of February 22, 1999.
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Jeffrey J. Wood, Secretary
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