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EXHIBIT 3.132
BYLAWS
OF
LINDSAY OUTDOOR ADVERTISING, INC.
(a California corporation)
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ARTICLE I
SHAREHOLDERS
1. CERTIFICATES FOR SHARES. Each certificate for shares of the
corporation shall set forth thereon the name of the record holder of the shares
represented thereby, the number of shares and the class or series of shares
owned by said holder, the par value, if any, of the shares represented thereby,
and such other statements, as applicable, prescribed by Sections 416 - 419,
inclusive, and other relevant Sections of the General Corporation Law of the
State of California (the "General Corporation Law") and such other statements,
as applicable, which may be prescribed by the Corporate Securities Law of 1968
of the State of California and any other applicable provision of law. Each such
certificate issued shall be signed in the name of the corporation by the
Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of
Directors, if any, the President, if any, or a Vice President, if any, and by
the chief financial officer or an Assistant Treasurer or the Secretary or an
Assistant Secretary. Any or all of the signatures on a certificate for shares
may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate for
shares shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.
In the event that the corporation shall issue the whole or any part of
its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor, any such certificate for shares shall set
forth thereon the statements prescribed by Section 409 of the General
Corporation Law.
The corporation may issue a new certificate for shares or for any other
security in the place of any other certificate theretofore issued by it, which
is alleged to have been lost, stolen or destroyed. As a condition to such
issuance, the corporation may require any such owner of the allegedly lost,
stolen or destroyed certificate or any such legal representative to give the
corporation a bond, or other adequate security, sufficient to indemnify it
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
2. FRACTIONAL SHARES. Subject to, and in compliance with, the
provisions of Section 407 and any other provisions of the General Corporation
Law, the corporation may, but need not, issue fractions of a share originally or
upon transfer. If the
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corporation does not issue fractions of a share, it shall in connection with any
original issuance of shares arrange for the disposition of fractional interest
by those entitled thereto, or pay in cash the fair value of fractions of a share
as of the time when those entitled to receive such fractions are determined, or
issue scrip or warrants in registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon the surrender of such
scrip or warrants aggregating a full share. A certificate for a fractional share
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon and
to participate in any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the condition that they shall become void if not exchanged for a
certificate or certificates representing a full share or full shares, as the
case may be, before a specified date or that any of the shares for which scrip
or warrants are exchangeable may be sold by the corporation, and any proceeds
thereof distributed to the holder of any such scrip or warrants or any other
condition which the Board of Directors may impose.
3. SHARE TRANSFERS. Upon compliance with any provisions of the General
Corporation Law and/or the Corporate Securities Law of 1968 which may restrict
the transferability of shares, transfers of shares of the corporation shall be
made only on the record of shareholders of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes, if
any, due thereon.
4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or be
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty days or fewer than ten days prior to the date of such
meeting or more than sixty days prior to any other action.
If the Board of Directors shall not have fixed a record date as
aforesaid, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held; the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors has been taken, shall be the day on which the
first written consent is given; and the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto, or the sixtieth day
prior to the date of such other action, whichever is later.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.
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Except as may be otherwise provided by the General Corporation Law,
shareholders at the close of business on the record date shall be entitled to
notice and to vote or to receive any dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to assent or consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares and to
a holder or holders of record of outstanding shares when the corporation is
authorized to issue only one class of shares, and said reference is also
intended to include any outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon whom the Articles
of Incorporation confer such rights where there are two or more classes or
series of shares or upon which or upon whom the General Corporation Law confers
such rights notwithstanding that the Articles of Incorporation may provide for
more than one class or series of shares, one or more of which are limited or
denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. An annual meeting for the election of directors and for the
transaction of any other proper business and any special meeting shall be held
on the date and at the time as the Board of Directors shall from time to time
fix.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of California, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the principal executive office of the corporation.
- CALL. Annual meetings may be called by the directors by the Chairman
of the Board, if any, Vice chairman of the Board, if any, the President, if any,
the Secretary, or by any officer instructed by the directors to call the
meeting. Special meetings may be called in like manner and by the holders of
shares entitled to cast not less than ten percent of the votes at the meeting
being called.
- NOTICE. Written notice stating the place, day, and hour of each
meeting, and, in the case of a special meeting, the general nature of the
business to be transacted or, in the case of an Annual Meeting, those matters
which the Board of Directors, at the time of mailing of the notice, intends to
present for action by the shareholders, shall be given not less than ten days
(or not less than any such other minimum period of days as may be prescribed by
the General Corporation Law) or more than sixty days (or more than any such
maximum period of days as may be prescribed by the General Corporation Law)
before the date of the meeting, either personally or by mail or other means of
written communication, charges prepaid by or at the direction of the directors,
the President, if any, the Secretary or the officer or persons calling the
meeting, addressed to each shareholder at his address appearing on the books of
the corporation or given by him to the corporation for the purpose of notice,
or, if no such address appears or is given, at the place where the principal
executive office of the corporation is located or by
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publication at least once in a newspaper of general circulation in the county in
which the said principal executive office is located. Such notice shall be
deemed to be delivered when deposited in the United States mail with first class
postage thereon prepaid, or sent by other means of written communication
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation. The notice of any meeting at which directors are to be
elected shall include the names of nominees intended at the time of notice to be
presented by the Board of Directors for election. At an annual meeting of
shareholders, any matter relating to the affairs of the corporation, whether or
not stated in the notice of the meeting, may be brought up for action except
matters which the General Corporation Law requires to be stated in the notice of
the meeting. The notice of any annual or special meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken; provided that, if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.
The transactions of any meeting, however called and noticed, and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum is present and if, either before or after
the meeting, each of the shareholders or his proxy signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof.. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance of a
person at a meeting constitutes a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting shall not constitute a waiver
of any right to object to the consideration of matters required by the General
Corporation Law to be included in the notice but not so included, if such
objection is expressly made at the meeting. Except as otherwise provided in
subdivision (f) of Section 601 of the General Corporation Law, neither the
business to be transacted at nor the purpose of any regular or special meeting
need be specified in any written waiver of notice, consent to the holding of the
meeting or the approval of the minutes thereof.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice Chairman of the Board,
if any, the President, if any, a Vice President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every shareholder may authorize another person
or persons to act as his proxy at a meeting or by written action. No proxy shall
be valid after the expiration of eleven months from the date of its execution
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the person executing it prior to the vote or written action pursuant
thereto, except as otherwise provided by the General Corporation
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Law. As used herein, a "proxy" shall be deemed to mean a written authorization
signed by a shareholder or a shareholder's attorney in fact giving another
person or persons power to vote or consent in writing with respect to the shares
of such shareholder, and "signed" as used herein shall be deemed to mean the
placing of such shareholder's name on the proxy, whether by manual signature,
typewriting, telegraphic transmission or otherwise by such shareholder or such
shareholder's attorney in fact. Where applicable, the form of any proxy shall
comply with the provisions of Section 604 of the General Corporation Law.
- INSPECTORS - APPOINTMENT. In advance of any meeting, the Board of
Directors may appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed, or, if any
persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of shareholders may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election, or persons to replace
any of those who so fail or refuse, at the meeting. The number of inspectors
shall be either one or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented shall determine
whether one or three inspectors are to be appointed.
The inspectors of 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, ballots, if any, or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. If there are three inspectors of election,
the decision, act, or certificate of a majority shall be effective in all
respects as the decision, act, or certificate of all.
- QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the
voting shares shall constitute a quorum at a meeting of shareholders for the
transaction of any business. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum. In the absence
of a quorum, any meeting of shareholders may be adjourned from time to time by
the vote of a majority of the shares represented thereat, but no other business
may be transacted except as hereinbefore provided.
In the election of directors, a plurality of the votes cast shall
elect. No shareholder shall be entitled to exercise the right of cumulative
voting at a meeting for the election of directors unless the candidate's name or
the candidates' names have been placed in nomination prior to the voting and the
shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
such candidates in nomination.
Except as otherwise provided by the General Corporation Law, the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting at which a quorum is present shall be authorized by the
affirmative vote of a majority of the shares
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represented and voting at the meeting; provided, that said shares voting
affirmatively shall also constitute at least a majority of the required quorum.
Except in the election of directors by written consent in lieu of a
meeting, and except as may otherwise be provided by the General Corporation Law,
the Articles of Incorporation or these Bylaws, any action which may be taken at
any annual or special meeting may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by holders of shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors. Notice of any shareholder
approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less
than unanimous written consent shall be given at least ten days before the
consummation of the action authorized by such approval, and prompt notice shall
be given of the taking of any other corporate action approved by shareholders
without a meeting by less than unanimous written consent to those shareholders
entitled to vote who have not consented in writing.
Elections of directors at a meeting need not be by ballot unless a
shareholder demands election by ballot at the election and before the voting
begins. In all other matters, voting need not be by ballot.
7. ANNUAL REPORT. Whenever the corporation shall have fewer than one
hundred shareholders as said number is determined as provided in Section 605 of
the General Corporation Law, the Board of Directors shall not be required to
cause to be sent to the shareholders of the corporation the annual report
prescribed by Section 1501 of the General Corporation Law unless it shall
determine that a useful purpose would be served by causing the same to be sent
or unless the Department of Corporations, pursuant to the provisions of the
Corporate Securities Law of 1968, shall direct the sending of the same.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
its Board of Directors. The Board of Directors may delegate the management of
the day-to-day operation of the business of the corporation to a management
company or other person, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors. The Board of Directors shall
have authority to fix the compensation of directors for services in any lawful
capacity.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of
the corporation, a citizen of the United States, or a resident of the State of
California. The authorized number of directors constituting the Board of
Directors until further changed shall be one. The authorized number of directors
constituting the Board shall be at least three; provided, however, that so long
as the corporation has only one shareholder, the number
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may be one or two, and so long as the corporation has only two shareholders, the
number may be two. Subject to the foregoing provisions and the provisions of
Section 212 of the General Corporation Law, the number of directors may be
changed from time to time by an amendment of these Bylaws. No decrease in the
authorized number of directors shall have the effect of shortening the term of
any incumbent director.
3. ELECTION AND TERM. The initial Board of Directors shall consist of
the persons elected at the meeting of the incorporator or incorporators, all of
whom shall hold office until the first annual meeting of shareholders and until
their successors have been elected and qualified, or until their earlier
resignation, removal from office or death. Thereafter, directors who are elected
to replace any or all of the members of the initial Board of Directors or who
are elected at an annual meeting of shareholders, and directors who are elected
in the interim to fill vacancies, shall hold office until the next annual
meeting of shareholders and until their successors have been elected and
qualified, or until their earlier resignation, removal from office, or death. In
the interim between annual meetings of shareholders or of special meetings of
shareholders called for the election of directors, any vacancies in the Board of
Directors, including vacancies resulting from an increase in the authorized
number of directors which have not been filled by the shareholders, and
including any other vacancies which the General Corporation Law authorizes
directors to fill, except for a vacancy created by the removal of a director,
may be filed by directors or by the sole remaining director, as the case may be,
in the manner prescribed by Section 305 of the General Corporation Law.
Vacancies occurring by reason of the removal of directors which are not filled
at the meeting of shareholders at which any such removal has been effected may
be filled by the directors if the Articles of Incorporation or a Bylaw adopted
by the shareholders so provides. Any director may resign effective upon giving
written notice to the Chairman of the Board, if any, the President, if any, the
Secretary or the Board of Directors, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to the office when the resignation
becomes effective.
The shareholders may elect a director at any time to fill any vacancy
which the directors are entitled to fill, but which they have not filled. Any
such election by written consent other than to fill a vacancy created by removal
shall require the consent of a majority of the shares.
The name and the address of each initial director elected by the
incorporator or incorporators are set forth in the minutes of the organization
of the incorporator or incorporators at which each said initial director was
elected, and said name and the address are hereby made a part of these Bylaws as
if fully set forth therein.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
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- PLACE. Meetings may be held at any place, within or without the State
of California, which has been designated in any notice of the meeting, or, if
not stated in said notice or, if there is no notice given, at the place
designated by resolution of the Board of Directors.
- CALL. Meetings may be called by the Chairman of the Board if any, by
the Vice Chairman of the Board, if any, by the President, if any, by any Vice
President or Secretary, or by any two directors.
- NOTICE AND WAIVER THEREOF. No notice shall be required for regular
meetings for which the time and place have been fixed by the Board of Directors.
Special meetings shall be held upon at least four days' notice by mail or upon
at least forty-eight hours' notice delivered personally or by telephone or
telegraph. Notice of a meeting need not be given to any director who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such director. A notice or waiver of notice need not specify the purpose of any
regular or special meeting of the Board of Directors. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
- QUORUM AND ACTION. A majority of the authorized number of directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided such majority shall constitute at least either one-third of the
authorized number of directors or at least two directors, whichever is larger,
or unless the authorized number of directors is only one. A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place. If the meeting is adjourned for more than twenty-four
hours, notice of any adjournment to another time or place shall be given prior
to the time of the adjourned meeting to the directors, if any, who were not
present at the time of the adjournment. Except as the Articles of Incorporation,
these Bylaws and the General Corporation Law may otherwise provide, the act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be the act of the Board of Directors.
Members of the Board of Directors may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another, and participation by such
use shall be deemed to constitute presence in person at any such meeting.
A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided that any
action which may be taken is approved by at least a majority of the required
quorum for such meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, the Vice Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the President, if any and
present and acting, or any director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed from office without cause by approval of the
holders of at
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least a majority of the shares provided, that unless the entire Board is
removed, an individual director shall not be removed when the votes cast against
such removal, or not consenting in writing to such removal, would be sufficient
to elect such director if voted cumulatively at an election of directors at
which the same total number of votes were cast, or, if such action is taken by
written consent, in lieu of a meeting, all shares entitled to vote were voted,
and the entire number of directors authorized at the time of the director's most
recent election were then being elected. If any or all directors are so removed,
new directors may be elected at the same meeting or by such written consent. The
Board of Directors may declare vacant the office of any director who has been
declared of unsound mind by an order of court or convicted of a felony.
6. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
committees, each consisting of two or more directors to serve at the pleasure of
the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any absent
member at any meeting of such committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors except such authority as may not be
delegated by the provisions of the General Corporation Law.
7. WRITTEN ACTION. Any action required or permitted to be taken may be
taken without a meeting if all of the members of the Board of Directors shall
individually or collectively consent in writing to such action. Any such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.
ARTICLE III
OFFICERS
The corporation shall have a Chairman of the Board or a President or it
may have both, a Secretary, a chief financial officer and such other officers
with such titles and duties as may be necessary to enable it to sign instruments
and share certificates. Subject to the foregoing, any number of offices may be
held by the same person. The titles, powers, and duties of officers shall be set
forth in the resolution or instrument choosing them. The Chairman of the Board,
if any, and the Vice Chairman of the Board, if any, and/or the President, if
any, the Secretary, the chief financial officer, and any Vice President or other
executive officer shall be chosen by the Board of Directors. Any Assistant
Secretary, Assistant Treasurer or other junior officer shall be chosen by the
Board of Directors or in the manner prescribed by the Board of Directors.
The President or, if a President shall not have been chosen, the
Chairman of the Board shall be the general manager and chief executive officer
of the corporation unless the resolution choosing him shall provide otherwise.
The Treasurer shall be the chief financial officer unless the resolution
choosing him shall provide otherwise.
Unless otherwise provided in the resolution or instrument choosing the
same, all officers shall be chosen for a term of office running until the
meeting of the Board of Directors
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following the next annual meeting of shareholders and until their successors
have been chosen and qualified.
Any officer, or any agent chosen by the Board of Directors, may be
removed by the Board WHENEVER in its judgment the best interests of the
corporation will be served thereby.
ARTICLE IV
BOOKS AND RECORDS - STATUTORY AGENT
The corporation shall keep at its principal executive office in the
State of California or, if its principal executive office is not in the State of
California, at its principal business office in the State of California, the
original or a copy of the Bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California, and, if the corporation has no principal business office in the
State of California, it shall upon request of any shareholder furnish a copy of
the Bylaws as amended to date.
The corporation shall keep adequate and correct books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees, if any, of the Board of Directors. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, a record of its shareholders, giving the names and addresses
of all shareholders and the number and class of shares held by each. Such
minutes shall be in written form. Such other books and records shall be kept
either in written form or in any other form capable of being converted into
written form.
The name of the agent for service of process within the State of
California is The Prentice-Hall Corporation System, Inc.
ARTICLE V
CORPORATE SEAL
The corporate seal shall set forth the name of the corporation and the
State and date of incorporation.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
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