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EXHIBIT 3.128
BYLAWS
OF
CREATIVE RESOURCES, INC.
ARTICLE I
Offices
Section 1. Principal Office.
The principal office of the corporation shall be located in the City
of Tulsa, County of Tulsa, State of Oklahoma. The corporation may have such
other offices, either within or without the State of Oklahoma, as the Board of
Directors may from time to time determine or as the business of the corporation
may from time to time require.
Section 2. Registered Office.
The registered office of the corporation in the State of Oklahoma
shall be located in the City of Tulsa, County of Tulsa. The address of the
registered office may be, but need not be, identical with that of the principal
office of the corporation in the State of Oklahoma, and the address of the
registered office may be changed from time to time by the Board of Directors.
Section 3. Registered Agent.
The registered agent of the corporation in the State of Oklahoma shall
reside in the City of Tulsa, County of Tulsa. The address of the registered
agent shall be identical with that of the registered office of the corporation
in the State of Oklahoma; the identity and/or address of the registered agent
may be changed from time to time by the Board of Directors.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting.
An annual meeting of the shareholders shall be held on the last
Wednesday of November, each year, beginning with the year 1995, at the hour of
10:00 a.m., for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If for any reason the election of Directors shall not
be held at the annual meeting, or at any adjournment thereof, or if for any
reason the annual meeting be not held, the Board of Directors shall cause a
special meeting of the
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shareholders to be held for that purpose as soon thereafter as may be
convenient.
Section 2. Special Meetings.
Special meetings of the shareholders, for any purpose or purposes
whatsoever, may be called by the president of the corporation, the Board of
Directors or the Executive Committee, and shall be called by the President at
the request of one or more shareholders holding not less than one-fourth of the
voting power of all the outstanding shares of the corporation entitled to vote
at the meeting.
Section 3. Place of Meeting.
Any annual, regular or special meeting of the shareholders of the
corporation may be held at any place, either within or without of the State of
Oklahoma, if such place be designated in a written notice of the meeting sent
to all shareholders or in a waiver of notice signed by all shareholders
entitled to vote at a meeting. If no specific designation is made, the place of
meeting shall be the principal office of the corporation.
Section 4. Notice of Meeting.
Written or printed notice stating the place, day, and hour or the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than forty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage prepaid thereon. If any
annual or special meeting of the shareholders be adjourned to another time or
place, no notice as to such adjourned meeting need be given other than by
announcement at the meeting at which such adjournment is taken; provided,
however, that in the event such meeting be adjourned for thirty days or more,
notice of the adjourned meeting shall be given as in the case of an original
meeting. Notice of the place, day, hour, and purpose of any annual or special
meeting of the shareholders of the corporation may be waived in writing by any
shareholder or by his attendance at such meeting. Such waiver may be given
before or after the meeting, and shall be filed with the Secretary or entered
upon the records of the meeting.
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Section 5. Voting Lists.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least 48 hours before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of, and the number of shares held by each, which list, for a period of
24 hours prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any shareholder or
person representing shares at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. Either such list, when certified by the officer or agent preparing
the same, or the original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders. Provided however, it shall not be
necessary to prepare and produce a list of shareholders if the share ledger
reasonably shows in alphabetical order by classes of shares all persons
entitled to represent shares at such meeting with the number of shares entitled
to be voted by each shareholder.
Section 6. Quorum.
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. 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 quorum.
Section 7. Proxy.
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 and filed with the Secretary of the corporation at, or before, the
meeting, but in no case shall a proxy be appointed in excess of seven years.
Section 8. Voting of Shares.
When a quorum is present or represented at any meeting, the vote of
the holders of a majority of the shares entitled to vote,
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present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which by express provisions
of the statutes or of the certificate of incorporation or of these bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Voting at any annual, regular or
special shareholders' meeting need not be by ballot unless demand therefor is
made by a shareholder, proxy or other person present at and entitled to vote at
such meeting. Each shareholder entitled to vote at any annual, regular, or
special meeting shall have one vote, in person or by proxy, for each share of
stock held by him which has voting power upon the matter in question at the
time, and every fractional share of stock, if any, shall entitle its owner to
the corresponding fractional vote.
Section 9. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation shall be voted by
the President of such corporation, or by proxy appointed by him, unless some
other person, by resolution of such other corporation's Board of Directors,
shall be appointed to vote such shares, in which case such person shall be
entitled to vote the shares upon the production of a certified copy of such
resolution.
Shares held by an administrator, executor, guardian or conservator
may be voted by such fiduciary, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Provided, however, that if the instrument of transfer discloses the pledge, the
transferor shall be entitled to vote such pledged shares unless, in the
instrument of transfer, the pledgor shall have expressly empowered the pledgee
to represent the shares. If the pledgee is thus empowered, he or his proxy
shall be exclusively entitled to represent such shares. Shares of its own stock
belonging to the corporation shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time, but shares of its own stock held by the
corporation in a fiduciary capacity may be voted and shall be counted in
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determining the total number of outstanding shares and the actual voting power
of the shareholders at any given time.
Section 10. Inspectors of Election.
In advance of any meeting of shareholders, the Board of Directors may
appoint inspectors of the election to act at such meeting or any adjournment
thereof. If the inspectors of the election be not so appointed, the Chairman of
any such meeting may, and on the request of any shareholder of his proxy shall,
make such appointment at the meeting. The number of such inspectors shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled to vote
shall determine whether one or three inspectors are to be appointed. An
inspector need not be a shareholder, but no person who is a candidate for an
office of the corporation shall act as an inspector.
In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the convening of the meeting, or at the meeting by the
person or officer acting as Chairman.
The inspector shall first take and subscribe an oath or affirmation
faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of their ability.
The inspectors of the election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies,
receive votes or ballots, take charge of the polls, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result, and do such other acts
as may be proper to conduct the election or voting with fairness to all
shareholders. The inspectors of the election shall perform their duties
impartially, in good faith, to the best of their ability, and as expeditiously
as is practical. If there be three inspectors, the decision, act or certificate
of a majority shall be effective in all respects as the decision, act or
certificate of all.
On request of the Chairman of the meeting, or of any shareholder or
his proxy, the inspector shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them. Any report or certificate make by them shall be prima facie
evidence of the facts stated therein; Provided, however, that any ruling by
such other person, present at and entitled to vote at such meeting, be appealed
to the floor of the shareholders' meeting.
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Section 11. Informal Action by Shareholders.
Any action required to be taken at a meeting of the shareholders, or
any other action which may 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 of the shareholders entitled to vote with respect
to the subject matter thereof.
ARTICLE III
Directors
Section 1. Number, Tenure and Qualifications.
The number of Directors of the corporation shall be not less than one
and not more than five, as determined by the vote of the shareholders at the
annual meeting, or at a special meeting called for such purpose. A director, to
be qualified to take office, shall be legally competent to enter into
contracts. Directors, other than the initial Board of Directors, shall be
elected at the annual meeting of the shareholders, and each Director shall be
elected to serve until the next succeeding shall have qualified. The first Board
of Directors elected at the shareholders' organization meeting following
incorporation shall hold office until the first annual meeting of shareholders
following such organization meeting, and until their respective successors are
elected and have qualified.
Section 2. Removal.
The entire Board of Directors, or any individual Director, may be
removed from office, with or without cause, by a vote of a majority of the
outstanding shares entitled to vote at any annual, regular or special meeting
of the shareholders.
Section 3. Vacancies.
Any vacancy occurring in the Board of Directors by reason of death or
resignation may be filled by the affirmative vote of a majority of the
remaining Directors, though less that a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by election at the annual, regular or special
meeting of shareholders which increased the number of Directors. Any
directorship or directorships to be filled by reason of a removal by the
shareholders shall be filled by
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election at the annual, regular or special meeting which voted the removal.
Section 4. Compensation.
By resolution of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors of a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor. Members of any committee appointed by the
Board of Directors may be allowed like compensation for attending committee
meetings.
Section 5. Executive Committee.
The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate two or more Directors to constitute an Executive
Committee, which Committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the Board in the management of the
corporation; but such Committee shall act only in the interval between meetings
of the Board, and shall be subject at all times to the control and direction of
the Board. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or, to dissolve such Committee. A
majority of the members of any such Committee may determine its action and fix
the time and place of its meetings unless the Board of Directors shall
otherwise provide.
ARTICLE IV
Meetings of the Board of Directors
Section 1. Regular Meetings.
A regular meeting of the Board of Directors shall be held without
other notice than this bylaw, immediately after, and at the same place as, the
annual meeting of shareholders, or at such other time and place as shall be
fixed by the vote of the shareholders at the annual meeting, and no notice of
such meeting shall be necessary. The Board of Directors may provide, by
resolution, the time and place, either within or without the State Of Oklahoma,
for the holding, of additional regular meetings without other notice than such
resolution.
Section 2. Special Meetings.
Special meetings of the Board of Directors may be called by or at the
request of the President or any two Directors. The person or persons authorized
to call special meetings of the Board of
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Directors may fix any place, either within or without the State of Oklahoma, as
the place for holding any special meeting of the Board of Directors called by
them. Meetings may be held at any time and any place without notice, if all
the Directors are present or if those not present waive notice of the meeting
in writing.
Section 3. Notice.
Regular meetings of the Board of Directors may be held without notice
of such time and place, either within or without the State of Oklahoma, as
shall from time to time be determined by the Board of Directors. Notice of any
special meeting shall be given at least three days prior thereto by written
notice delivered personally or mailed to each Director at his business address,
or by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage prepaid thereon.
If notice be given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company. Any Director may, in
writing, waive notice of any meeting, either before or after such meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the express purpose
of objecting to the transactions of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting, except as required
by statute or specifically provided for herein.
Section 4. Quorum.
Two of the Directors, or one-third of the entire number of Directors,
whichever number is greater, shall be necessary to constitute a quorum for the
transaction of business, unless a greater number is required by the Certificate
of Incorporation or by these Bylaws. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is expressly required by
statute, the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present 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.
Section 5. Action Without Meeting.
Any action which might be taken at a meeting of the Board of Directors
may be taken without a meeting if a record or memorandum thereof be made in
writing and signed by all of the members of the Board.
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ARTICLE V
Officers
Section 1. Number.
The officers of the corporation shall be a President, a Secretary and
a Treasurer, each of whom shall be elected by the Board of Directors. The Board
of Directors may elect or appoint a Chairman of the Board, one or more
Vice-Presidents, and any other officers, assistant officers and agents as it
shall deem necessary or desirable, who shall hold their offices for such terms
and shall have such authority and perform such duties as shall be determined
from time to time by the Board. Any two or more corporate offices, except those
of President and Vice-President, or President and Secretary, may be held by
the same person; but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument be required by law or
by these Bylaws to be executed, acknowledged or verified by any two or more
officers.
Section 2. Election and Term Office.
The officers of the corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Additional officers and assistant officers may be elected or appointed by the
Board of Directors during the year. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Qualification.
To be qualified to take office, an officer shall be legally competent
to enter into contracts. Officers need not be residents of Oklahoma or of the
United States. Officers need not be shareholders of the corporation, and only
the President need be a Director of this corporation. The Treasurer may be a
corporation.
Section 4. Removal.
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 would be served thereby.
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Section 5. Vacancies.
A, vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 6. Compensation.
The compensation of all officers, assistant officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 7. President.
The President shall be the principal executive officer of the
corporation and subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the Board of
Directors unless there be elected a Chairman of the Board and the same is
present at the meeting. He shall be ex officio a member of any committee of
Directors. He shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall have the power to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to same other officer or agent of the corporation. He
shall have the power to superintend any officers or heads of departments and to
dismiss any of the subordinate employees when he shall deem proper, and shall
perform such other duties and exercise such other powers as the Board of
Directors may from time to time prescribe.
Section 8. The Vice President.
In absence of the President or in the event of his death, or inability
or refusal to act, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated at the time of
their election or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation, and shall perform such
other duties as from time to time may be assigned to the President.
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Section 9. The Secretary.
The Secretary shall: (a) keep the minutes of the shareholders' meeting
and of the board of Directors' meeting in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of
the post office address of each shareholder; (e) sign, with the President or a
Vice-President, certificates for shares of the corporation, the allotment of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the corporation; (g) in
general, perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
Section 10. The Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation, receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected; and (b) in general, perform all the duties as from time to time may
be assigned to him by the President or by the Board of Directors.
Section 11. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary, and may
sign with the President or a Vice-President, certificates for shares of the
corporation, the allotment of which shall have been authorized by a resolution
of the Board of Directors. The Assistant Treasurers shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer, and, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President of the
Board of Directors.
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ARTICLE VI
Indemnification of Officers and Directors
Section 1.
(a) Definitions. As used herein, the term "director" shall
include each present and former director of the corporation and the
term "officer" shall include each present and former officer of the
corporation as such, and the terms "director" and "officer" shall also
include each such director or officer who, at the corporation's
request, is serving or may have served as a director or officer of
another corporation in which the Corporation owns, directly or
indirectly, shares of capital stock or of which it is a creditor, in
his capacity as a director or officer of such corporation. The term
"officer" means Chairman of the Board of Directors, President,
Vice-President, Treasurer, Secretary and each assistant or divisional
officer. The term "expenses" shall include, but shall not be limited
to, reasonable amounts for attorneys' fees, costs, disbursements and
other expenses and the amount or amounts of judgments, fines,
penalties and other liabilities.
(b) Indemnification Granted. Each director and officer shall
be and hereby is indemnified by the Corporation against:
(i) expenses incurred of paid by him in connection with
any claim made against him, or any actual or threatened
action, suit or proceeding (civil, criminal, administrative,
investigative or other, including appeals, and whether or not
relating to a date prior to the adoption of this Bylaw) in
which he may be involved as a party or otherwise, by reason
of his being or having been a director or officer, or by
reason of any action taken or not taken by him in such
capacity; and
(ii) the amount or amounts paid by him in settlement of
any such claim, action, suit or proceeding or any judgment or
order entered therein, subject, however to the following
provisions:
(A) excluded from the indemnity given in
subparagraphs (i) and (ii) above are any amounts paid or
payable by any such director or officer to the
corporation or to any other corporation referred to in
paragraph (a) hereof;
(B) a director or officer who has been wholly
successful, on the merits or otherwise, in defense of any
claim, issue or matter therein, shall be entitled as of
right to indemnification for
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expenses incurred by him therein. In any other case
indemnification shall be made only upon a determination
made, in the manner provided in the subsection (C)
below, that the director or officer acted in good faith
for a purpose which he reasonably believed to be in the
best interest of the corporation or such other
corporation, as the case may be, and in addition in any
criminal action or proceeding that he had no reasonable
cause to believe that his conduct was unlawful and, in
case of any amount or amounts paid in settlement is or
was reasonable and in the interest of the corporation;
provided, however, if at any time any provisions are
contained in the laws of the State of Oklahoma
prohibiting indemnification in respect of any claim,
issue or matter except upon a determination of the extent
thereof in the manner provided therein, then
indemnification in respect thereof shall be made only in
accordance with such provisions; and
(C) all determinations required or permitted by this
Bylaw, except those to be made pursuant to statutory
provisions, shall be made by a majority of a quorum of
the Board of Directors comprised of those directors who
are not parties to such claim, action, suit or
proceeding, or if no such quorum exists, or, if such
quorum exists and it so resolves, by a group of three or
more disinterested persons to whom the questions shall be
referred by a quorum of the entire Board of Directors. In
determining whether a director or officer has met the
standards of conduct above set forth, or whether a
settlement is or was reasonable and in the interest of
the corporation, the said majority of a quorum of the
Board of Directors, or such disinterested group, as the
case may be, may conclusively rely upon the opinion as to
facts or law or both of independent legal counsel
selected by them. Neither termination of any claim,
action, suit or proceeding, civil or criminal, by
judgment, order, settlement or conviction nor the entry
in a criminal case of any plea, shall create a
presumption that a director or officer did not meet the
standards of conduct above set forth.
Subject to the limitations hereinabove imposed, it is intended by this
Bylaw to grant indemnity to the full extent permissible under the law.
It is not intended that the provisions of this Bylaw shall be
applicable to, and they are not to be construed as granting indemnity
with respect to, matters as to which indemnification would be in
contravention of the laws of
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the State of Oklahoma or of the United States of America, whether as a
matter of public policy or pursuant to statutory provision.
(c) Miscellaneous.
(i) Expenses incurred and amounts paid in settlement
with respect to any claim, action, suit or proceeding of the
character described in paragraph (b) (i) above may be
advanced by the corporation prior to the final disposition
thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount as shall not ultimately be
determined to be payable to him under this Bylaw.
(ii) The rights of indemnification herein provided for
shall be severable, shall not be exclusive of other rights to
which any director or officer now or hereafter may be
entitled, shall continue as to a person who has ceased to be
an indemnified person and shall inure to the benefit of the
heirs, executors, administrator and other legal
representatives of such a person.
(iii) The provisions of this Bylaw shall be deemed to be
a contract between the corporation and each director or
officer who serves in such capacity at any time while such
Bylaw is in effect.
(iv) The Board of Directors shall have power on behalf of
the Corporation to grant indemnification to any person other
than a director or officer to such extent as the Board in its
discretion may from time to time determine.
(v) The Corporation shall have power to, but shall not be
obligated to, purchase and maintain insurance at its expense
on behalf of any person who is or was a director, officer
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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.
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ARTICLE VII
Shares of Stock
Section 1. Certificates for Shares.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President or a Vice-President and by the Secretary or an
Assistant Secretary, and the corporate seal or a facsimile thereof affixed
thereto. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the persons to whom the
certificate is issued, the number of shares represented thereby, and the date
of issue shall be issued on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled,
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
Section 2. Transfer of Shares.
Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
ARTICLE VIII
Closing of Transfer Books and Fixing of Record Date
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or the
shareholders entitled to receive payment of any dividend or distribution, or
the allotment of any rights, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period, not to exceed forty days prior to the date on which the
particular action requiring such determination of shareholder is to be taken.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such
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determination of shareholders, such date in any case to be not more than forty
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of the
shareholders entitled to notice of or to vote at a meeting of shareholders, or
of the shareholders entitled to receive payment of a dividend or distribution,
or allotment of rights, the date on which notice of the meeting is mailed or
the date on which the resolution or the allotment of rights is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
ARTICLE IX
Fiscal Year
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
Annual Report
The Board of Directors shall not be required to cause an annual report
to be sent to the shareholders, but may do so in its discretion.
ARTICLE XI
Dividends
The Board of Directors may declare, and the corporation may pay,
dividends on its outstanding shares in cash, property or its own shares,
subject to the provisions of the statutes and any provision of the Certificate
of Incorporation.
Before the payment of any dividend or other distribution of profits,
there may be set aside out of any funds of the corporation available for such
purpose such sum or sums as the Directors from time to time, in their absolute
discretion for contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
Directors shall determine to be in the interest of the corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.
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ARTICLE XII
Seal
The Board of Directors shall adopt and provide a corporate seal, which
shall be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation and the words "Corporate Seal."
ARTICLE XIII
Amendments
These Bylaws may be altered or repealed, or new bylaws may be adopted
by a majority vote of a quorum of the members of the Board of Directors at any
annual, regular or special meeting duly convened after notice to the Directors
setting out the purpose of the meeting, subject to the power of the shareholders
to alter or repeal such bylaws; provided, however, the Board shall not adopt or
alter any bylaw fixing their number, qualifications, classifications or terms of
office, but any such bylaw may be adopted or altered only by the vote of a
majority of a quorum of the shareholders entitled to exercise the voting power
of the corporation at any annual, regular or special meeting duly convened after
notice to the shareholders setting out the purpose of the meeting.
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