INTERNATIONAL MICROWAVE CORPORATION
UNANIMOUS WRITTEN CONSENT
OF
THE SOLE SHAREHOLDER
TO ACTION IN LIEU OF MEETING
EFFECTIVE DATE: AS OF NOVEMBER 8, 2002
The undersigned, L-3 Communications Corporation, a Delaware
corporation, being the sole shareholder of International Microwave Corporation,
hereby consents to the adoption of the following resolutions and to the taking
of the actions contemplated thereby:
RESOLVED, that Section 4.03 of the By-laws of the Corporation be, and
it hereby is, amended to read as follows:
"NUMBER OF DIRECTORS
4.03 The number of Directors of the corporation that shall constitute
the whole board of directors shall be one (1). A director need not be a
resident of the State of Connecticut or a shareholder of the
corporation. A director shall hold office until his or her successor
shall have been duly elected and qualified.";
RESOLVED, that the foregoing amendment to the By-laws of the
Corporation be, and such amendment hereby is, adopted, authorized, approved and
declared advisable and in the best interest of the Corporation, effective as of
the date and year first indicated above, and the Secretary of the Corporation is
hereby directed to cause a copy of such instrument to be inserted in the minute
book of the Corporation;
RESOLVED, that Christopher C. Cambria be, and hereby is, elected as the
sole director of the Corporation, to serve or hold office until the next annual
meeting of shareholders of the Corporation and until his successor is elected
and shall have qualified or until his earlier resignation or removal;
RESOLVED, that the Secretary or Assistant Secretary of the Corporation
is hereby authorized to certify and deliver, to any person to whom such
certification and delivery may be deemed necessary or appropriate in the opinion
of such Secretary or Assistant Secretary, a true copy of the foregoing
resolutions; and
RESOLVED, that a copy of this written consent be filed with the minutes
of proceedings of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the sole shareholder of the
Corporation, has executed this written consent as of the date and year first
above written.
L-3 COMMUNICATIONS CORPORATION
By:/s/ Christopher C. Cambria
---------------------------------
Name: Christopher C. Cambria
Title: Secretary
Exhibit 3.78
INTERNATIONAL MICROWAVE CORPORATION
BYLAWS
ARTICLE ONE
OFFICES
PRINCIPAL OFFICE
1.01 The principal office of the corporation is located at 25 Van Zant Street,
Norwalk, Connecticut 06855.
OTHER OFFICES
1.02 The corporation may also have offices at such other places, within or
without the State of Connecticut, where the corporation is qualified to do
business, as the Chairman of the Board, may from time to time designate or as
the business of the corporation may require upon the direction of the Board of
Director[s].
ARTICLE TWO
SHAREHOLDERS
CLOSING TRANSFER BOOKS
2.01 For the purpose of taking a record of the shareholders entitled to notice
of or to vote at any meeting shareholders, or shareholders entitled to receive
payment of any dividend, or in order, to make a determination of shareholders
for any other proper purpose, the Chairman of the Board at the direction of the
Board of Director[s] may provide that the share transfer books shall be closed
for a stated period but not to exceed fifty days, in which case written or
printed notice thereof shall be mailed at ten days before the closing thereof to
each shareholder of record at the address appearing on the books of the
corporation or supplied by him to the corporation for the purpose of notice.
DATE FOR RECORD OF SHAREHOLDERS
2.02 In lieu of closing the share transfer books, the Chairman of the Board at
the direction of the Board of Director[s] may fix in advance a date as the
record date for any such record of shareholders. Such date may not be earlier
than the date on which it is fixed and in any case may not be more than fifty
days and, for a meeting of shareholders, not less than ten days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken.
DATE OF NOTICE OR RESOLUTION FOR DETERMINATION OF SHAREHOLDERS
2.03 If the share transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.
ARTICLE THREE
SHAREHOLDERS' MEETINGS
PLACE OF MEETINGS
3.01 Meeting of shareholders shall be held at any place within or without the
State of Connecticut fixed by the Board of Director[s]. In the absence of such
designation, shareholders' meeting shall be held at the principal office of the
corporation in the State of Connecticut.
TIME OF ANNUAL MEETING--BUSINESS TRANSACTED
3.02 The annual meeting of shareholders shall be held on the first Tuesday of
the month of October or a day to be selected by the President each year, at 1:00
p.m. However, if that day falls on a legal holiday, then at the same time on the
next business day. At the meetings, directors shall be elected, reports of the
affairs of the corporation shall be considered, and, any other business may be
transacted that is within the powers of the shareholders.
CALLING OF SPECIAL MEETINGS
3.03 Any persons who are entitled to call a special shareholders' meeting may do
so by sending by registered mail, or personally delivering, a written request to
the president, vice president, or secretary. Within ten (10) days of receipt of
the request, the secretary of the corporation shall fix the date of the meeting
and cause notice to be given to the shareholders entitled to vote that a meeting
will be held. Nothing contained in this paragraph shall be construed as
limiting, fixing or affecting the time or date when a meeting of shareholders
called by action of the Board of Directors may be held.
PERSONS ENTITLED TO CALL SPECIAL MEETINGS
3.04 Special meeting of the shareholders may be called at any time by any of the
following; the chairman of the board; the Chief Financial Officer; the vice
president entitled to exercise the Chief Financial Officer's authority in case
of the latter's absence, death, or disability; the Board of Directors by action
at a meeting or a majority action without meeting; or the Executive Committee.
Persons holding twenty-five percent of the outstanding shares entitled to vote
at the meeting may also call special meetings.
NOTICE OF MEETING
3.05 Written notice of each shareholders' meeting shall be delivered to each
shareholder of record entitled to vote at the meeting. The notice must be
delivered personally or by mail, postage prepaid, and addressed to the
shareholder at the address appearing on the corporation's books or supplied by
the shareholder to the corporation for the purpose of notice. Notice shall be
given by, or at the direction of, the president, the secretary, or the officer
or persons calling the
meeting. In case of that officer's neglect or refusal to give the notice, it may
be given by any director or shareholder.
TIME OF NOTICE
3.06 Except as provided in this paragraph, notice of any shareholders' meeting
shall be delivered not less than ten (10) days nor more than fifty (50) days
before the date of the meeting in accordance with Connecticut Corporate Law. If
mailed, the notice shall be deemed to be delivered when deposited in the United
states mail in accordance with Paragraph 3.05. In the case of a meeting to be
held to consider a merger or consolidation, notice must be delivered not less
than five (5) nor more than fifty (50) days before the date of the meeting.
CONTENTS OF NOTICE
3.07 The notice of any meeting of shareholders shall state the place, day, and
hour of the meeting. The notice shall also state the general nature of the
business to be transacted if it is a special meeting.
NOTICE OF ADJOURNED MEETING
3.08 When a shareholders' meeting is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an original
meeting. When a meeting is adjourned for less than thirty (30) days, it is not
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which the adjournment is taken.
QUORUM OF SHAREHOLDERS
3.09 A majority of the outstanding shares, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If a quorum is present,
the affirmative vote of a majority of the shares represented at the meeting
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes on the matter being voted upon is required by statute, the
articles of incorporation, or these bylaws.
ADJOURNMENT FOR LACK OR LOSS OF QUORUM
3.10 In the absence of a quorum or with the withdrawal of enough shareholders to
leave less than a quorum, any meeting of shareholders may be adjourned from time
to time by the vote of a majority of the shares, the holders of which are either
present in person or represented by proxy thereat, but no other business may be
transacted. Meetings at which Directors are to be elected may be adjourned for
periods not to exceed fifteen (15) days.
ADJOURNED MEETING
3.11 When any determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Article, such determination shall
apply to any adjournment thereof.
RECORD OF SHAREHOLDERS
3.12 The officer or agent having charge of the transfer book for shares of the
corporation shall make, at least ten (10) days before each meeting of
shareholders, a complete record of shareholders listing the shareholders
entitled to vote at such meeting, arranged in alphabetical orders, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days 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
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. The original
share ledger of transfer book, or a duplicate thereof kept in thin State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
or share ledger or transfer book or to vote at any meeting of shareholders.
VOTING OF SHARES
3.13 Each outstanding share including shares not fully paid, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as otherwise provided in the article of
incorporation.
CUMULATIVE VOTING
3.14 In all elections for Directors every shareholder shall have the right to
vote, in share or by proxy, for the number of shares owned by him, for as many
persons as there are Directors to be elected, or to cumulate said votes, and
give one candidate as many votes as the number of Directors multiplied by the
number of his share shall equal, or to distribute them on the same principle
among as many candidates as he shall think fit.
VOTING BY VOICE AND BALLOT
3.15 Voting by shareholders in elections for Directors need not be by ballot
unless a shareholder demands election by ballot at the election and before the
voting begins.
PROXIES
3.16 A shareholder may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact filed with the
Secretary of the corporation. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided in the proxy.
WAIVER OF NOTICE
3.17 Whenever any notice whatever is required to be given a shareholder under
law or under the provision of the article of incorporation or bylaws of the
corporation, a waiver thereof in writing signed by the shareholder entitled to
such notice, whether before or after the time for giving such notice, shall be
deemed equivalent to the giving of such notice; however, in the case of special
meetings, the business to be transacted and the purpose of the meeting shall be
stated in the waiver of notice.
ACTION WITHOUT MEETING
3.18 Any action required by law 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 at a meeting
for such purpose and filed with the Secretary of the corporation.
APPOINTMENT OF INSPECTORS OF ELECTIONS
3.19 In advance of any meeting of shareholders, the President may appoint
inspectors of elections to act at such meeting or any adjournment thereof. If
inspectors of elections be not so appointed, the Chairman of any such meeting
may, and on the request of any shareholder or his proxy shall, make such
appointment at the meeting. The number of inspectors shall be one (1) or three
(3). If appointed at a meeting on the request of one (1) or more shareholders or
proxies, the majority of shares present and entitled to vote shall determine
whether one (1) or three (3) inspectors are to be appointed. No person who is a
candidate for office shall act as an inspector. In case any person appointed as
an inspector fails to appear or fails or refuses to act, the vacancy may be
filled by appointment made by the Board of Director[s] in advance of the
convening of the meeting or at the meeting by the person or officer action as
Chairman.
DUTIES OF INSPECTORS
3.20 The inspectors of elections shall determine the number of shares
outstanding and the voting rights of each; the shares represented at the
meeting; the existence of a quorum; the authenticity, validity, and effect of
proxies, ballots, consents, waivers, or releases; hear and determine all
challenges and questions in any way arising in connection with the vote; count
and tabulate all votes, ballots consents, waivers, or releases; determine and
announce the result; and perform such other acts as may be proper to conduct the
election or vote with fairness to all shareholders. The inspectors of elections
shall perform their duties impartially, in good faith, to the best of their
ability, and as expeditiously as is practical. If there be three (3) or more
inspectors of elections, the decision, act, or certificate of a majority shall
be effective in all respects as the decision, act, or certificate of all.
REPORT OF INSPECTORS
3.21 On request of the President of the meeting, or of any shareholder or his
proxy, the inspectors 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.
CONDUCT OF MEETINGS
3.22 At every meeting of the shareholders, the President or in his absence, the
officer designated by the Chairman of the Board, or, in the absence of such
designation, such other person (who shall be one of the officers, if any is
present) chosen by a majority in interest of the shareholders of the corporation
present in person or by proxy and entitled to vote, shall act as Chairman. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as Secretary of all meeting of the shareholders. In the absence at such
meeting of the Secretary or
Assistant secretary, the Chairman may appoint another person to act as Secretary
of the meeting.
ARTICLE FOUR
DIRECTORS
DIRECTORS DEFINED
4.01 "Directors," when used in relation to any power or duty requiring
collective action, means "Board of Directors."
POWERS
4.02 The business and affairs of the corporation and all corporate authority and
powers shall be exercised by or under authority of the Board of Directors,
subject to limitation imposed by law, the articles of incorporation, or these
bylaws as to action which requires authorization or approval by the
shareholders.
NUMBER OF DIRECTORS
4.03 The number of Directors of the corporation shall be determined by
resolution of the shareholders entitled to vote, but shall not be less than
three (3) members.
TERM OF OFFICE
4.04 The Directors shall be elected at each annual meeting of shareholders, or
at a special meeting called for the purpose of electing Directors, or the
Directors may be designated at any time by the unanimous written consent of the
shareholders. Each Director shall hold office until the next annual meeting of
the shareholders and until his successor is elected, or until his earlier
resignation, removal from office, or death.
VACANCIES
4.05 Vacancies in the Board of Directors shall exist in the case of the
happening of any of the following events: (a) the death or resignation of any
Director, (b) at any annual, regular, or special meeting of shareholders at
which any director is elected, the shareholders fail to elect the full
authorized number of Directors to be voted for at that meeting; or (c) an
increase in the number of Directors.
FILLING VACANCIES
4.06 Any vacancy occurring in the Board of Directors shall be filled by a
majority of the remaining members of the Board, though less than a quorum, and
each person so elected shall be a Director until his successor is elected by the
shareholders.
COMPENSATION
4.07 The Board of Directors, by the affirmative vote of a majority of the
Directors then in office, and irrespective of any personal interest of any of
its members, shall have authority to establish reasonable compensation of all
Directors for services to the corporation as Directors, officers, or otherwise.
Such compensation may include pensions, disability benefits, and death benefits.
CONFLICT OF INTEREST
4.08 Any contract or other transaction between the corporation and any of its
Directors (or any corporation or firm in which any of its Directors is directly
or indirectly financially interest) shall be valid for all purposes
notwithstanding the presence of such Director at the meeting authorizing such
contract or transaction, or his participation in such meeting. The foregoing
shall, however, apply only if the interest of each such Director is known or
disclosed to the Board of Directors and it shall nevertheless authorize or
ratify such contract or transaction by a majority of the Directors present, each
such interested Director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry such vote. This
paragraph shall not be construed to invalidate any contract or transaction that
would be valid in the absence of this paragraph.
EXECUTIVE COMMITTEE
4.09 The Board of Directors, by resolution adopted by a majority of the whole
Board, may designate three (3) or more Directors to constitute an Executive
Committee, which committee, to the extent provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors in the
management of the corporation, the Board of Directors in reference to amending
the articles of incorporation, adopting a plan of merger or adopting a plan of
consolidation with another corporation or corporations, recommending to the
shareholders the sale, lease, exchange, mortgage, pledge, or other disposition
of all or substantially all of the property and assets of the corporation if not
made in the usual shareholders a voluntary dissolution of the corporation or a
revocation thereof, amending, altering, or repealing the bylaws of the
corporation, electing or removing officers of the corporation or members
Executive Committee, fixing the compensation of any member of the Executive
Committee, declaring dividends or amending, altering, or repealing any
resolution of the Board of Directors which by its terms provides that it shall
not be amended, altered, or repealed by the Executive Committee. The designation
of such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by laws.
OTHER COMMITTEES
4.10 The Board of Directors, by resolution adopted by a majority of the whole
Board, may designate other committees consisting of not less than three (3)
directors each which shall have and may exercise such committee may determine
its action and fix the time and place of its meetings unless the Board of
Directors shall otherwise provide. The Board of Directors, by such
affirmative vote, shall have power at any time to change the powers and members
of any such committees, to fill vacancies, and to dispose of any such committee.
REGULATIONS
4.11 The Board of Directors may adopt and from time to time amend regulations
for their own government. Such regulations may not be inconsistent with the
articles of incorporation or with these bylaws.
ARTICLE FIVE
DIRECTORS' MEETINGS
PLACE OF MEETINGS
5.01 All meetings of the Board of Directors shall be held at the principal
office of the corporation or at such place within or without this State as may
be designated from time to time by a majority of the Directors or as may be
designated in the notice calling the meeting.
REGULAR MEETINGS
5.02 Regular meetings of the Board of Directors shall be held, without call or
notice, immediately following each annual meeting of the shareholders of this
corporation, and at such other time as the Directors may determine.
CALL OF SPECIAL MEETING
5.03 Special meetings of the Board of Directors of this corporation shall be
called by the Chairman of the Board, the President, any Vice President, by any
other officer, or by any two Directors.
NOTICE OF SPECIAL MEETING
5.04 Written notice of the time, place, and purpose of special meetings of the
Board of Directors shall be delivered personally to each Director, or sent to
each Director by mail or by other form of written communication, at least seven
(7) days before the meeting. If the address of a Director is not shown on the
records and is not readily ascertainable, notice shall be addressed to him at
the city or place in which the meetings of the Directors are regularly held.
Notice of the time and place of holding an adjourned meeting of a meeting need
not be given to absent Directors if the time and place are fixed at the meeting
adjourned.
VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED
5.05 The transactions of any meeting of the Board of Directors, however called
and noticed or wherever held, are 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 Directors not present signs a waiver of notice.
All such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a Director at any 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 transaction of any business because the
meeting is not lawfully called or convened.
QUORUM
5.06 A majority of the number of Directors in office constitutes a quorum of the
Board for the transaction of business.
MAJORITY ACTION
5.07 Every act of decision done or made by a majority of the Directors present
at any meeting duly held at which a quorum is present is the act of the Board of
Directors. Each Director who is present at a meeting will be conclusively
presumed to have assented to the action taken at such meeting unless his dissent
to the action is entered on the minutes of the meeting, or, where he is absent
from the meeting, his written objection to such action is promptly filed with
the Secretary of the corporation upon learning of the action. Such right to
dissent shall not apply to a Director who voted in favor of such action.
ACTION BY CONSENT OF BOARD WITHOUT MEETING
5.08 Any action required by law to be taken at a meeting of the Board of
Directors, or any other action which may be taken at a meeting of the Board of
Directors or the Executive Committee thereof, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the Directors entitled to vote with respect to the subject matter thereof, or
by all the members of such committee, as the case may be, and filed with the
Secretary of the corporation.
ADJOURNMENT
5.09 In the absence of a quorum, a majority of the Directors present may adjourn
from time to time until the time fixed for the next regular meeting of the
Board.
NOTICE OF ADJOURNED MEETING
5.10 Notice of the time and place of holding an adjourned meeting of a meeting
need not be given to absent Directors if the time and place are fixed at the
meeting adjourned.
CONDUCT OF MEETING
5.11 At every meeting of the Board of Directors, the President of the
Corporation, if there shall be such an officer, and if not, a chairman chosen by
a majority of the Directors present, shall preside. The Secretary of the
corporation shall act as Secretary of the Board of Directors. In case the
Secretary shall be absent from any meeting, the Chairman may appoint any person
to act as Secretary of the meeting.
ARTICLE SIX
OFFICERS
NUMBER AND TITLES
6.01 The officers of the corporation shall be a Chairman of the Board, a
President, a Vice President, a Secretary, and a Treasurer. The corporation may
also have, at the discretion of the Board of directors, one (1) or more
additional Vice Presidents, one (1) or more Assistant Secretaries, one (1) or
more Assistant Treasurers, and such other dance with the provisions of Paragraph
6.03. of this Article. One (1) person may hold two (2) or more offices, except
those of President and Secretary.
ELECTION
6.02 The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Paragraphs 6.03 or 6.05 of this Article,
shall be chosen annually by the Board of Directors, and each shall hold his
office until his resignation, removal, disqualification, death, or until his
successor shall be elected and qualified.
SUBORDINATE OFFICERS
6.03 The Board of Directors may appoint such other officers or agents as may be
deemed necessary, each of whom shall hold office for such period, have such
authority, and perform such duties in the management of the property and affairs
of the corporation as may be provided in these regulations, or as may be
determined by resolution of the Board of Directors not inconsistent herewith.
The Board of Directors may delegate to any officer or committee the power to
appoint any such subordinate officers, committees, or agents, to specify their
duties and determine their compensation.
REMOVAL AND RESIGNATION
6.04 Any officer or agent may be removed by a majority vote by the Board of
Director[s]; provided, however, that such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer may resign at
any time by giving written notice to the Board of Directors to the President, or
to the Secretary of the corporation. Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
VACANCIES
6.05 If the office of the President, Vice President, Secretary, Treasurer,
Assistant Secretary, or assistant Treasurer becomes vacant by reason of death,
resignation, removal, or otherwise, the Board of Directors shall elect a
successor to such office.
CHAIRMAN OF THE BOARD
6.06 The Chairman of the Board, who must be a member of the Board of Directors,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by these bylaws.
PRESIDENT
6.07 Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, the President shall be the chief
executive officer of the corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction, and shall have the
general powers and duties of management vested in the office of President of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these bylaws. Within this authority and in the course
of his duties he shall:
CONDUCT MEETINGS
(1) Preside at all meetings of the shareholders and be ex officio a member of
all standing committees of the corporation.
SIGN SHARE CERTIFICATES
(2) Sign all certificates of stock of the corporation in conjunction with the
Secretary or Assistant Secretary, unless otherwise ordered by the Board of
Directors on the Chairman of the Board.
EXECUTE INSTRUMENTS
(3) When authorized by the President of the Board or required by law, execute,
in the name of the corporation, deeds, conveyances, notices, leases, checks,
drafts, bills of exchange, warrants, promissory notes, bonds, debentures,
contracts, and other papers and instruments in writing, and unless the Board of
Directors shall order otherwise by resolution, make such contracts as the
ordinary conduct of the corporation's business may require.
HIRE AND FIRE EMPLOYEES
(4) Appoint and remove, employ and discharge, and prescribe the duties and fix
the compensation of all agents and employees of the corporation other than the
duly appointed officers, subject to the approval of the Chairman of the Board,
and control, subject to the direction of the Board of Directors, all of the
officers, agents, and employees of the corporation.
MEETING OF OTHER CORPORATIONS
(5) Unless otherwise directed by the Board of Directors, attend in person or by
substitute appointed by him or the Vice President and the Secretary or the
Assistant Secretary, and act and vote on behalf of the corporation at all
meetings of the shareholders of any corporation in which this corporation holds
stock.
VICE PRESIDENTS
6.08 In the absence or disability of the President, the Vice Presidents, if more
than one, in order of their rank as fixed by the Board of Directors or, if not
ranked, the Vice President designated by the Board of Directors, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions on, the President. The Vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or the bylaws.
SECRETARY
6.09 The Secretary shall:
SIGN SHARE CERTIFICATES
(1) Sign, with the President or a Vice President, if there be such an officer,
certificates for shares of the corporation.
CERTIFY REGULATIONS
(2) Certify and keep at the registered office or principal place of business of
the corporation the original or a copy of its bylaws, including all amendments
or alterations thereto.
(3) Keep at the place where the bylaws or a copy thereof are kept a record of
the proceedings of meetings of its Directors and shareholders, Executive
Committee, and other committees, with the timer and place of holding, whether
regular or special, and, if special, how authorized, the notice thereof given,
the names of those present at Directors' meetings, the number of shares or
members present or represented at shareholders' meetings, and the proceedings
thereof.
SIGN OR ATTEST DOCUMENTS AND AFFIX SEAL
(4) Sign, certify, or attest such documents as may be required by law or the
business of the corporation, and keep the corporate seal, if any, and affix it
to such instruments as may be necessary or proper.
NOTICES
(5) See that all notices are duly given in accordance with the provisions of
these regulations or as required by law. In case of the absence or disability of
the Secretary, or his refusal or neglect to act, notice may be given and served
by an Assistant Secretary or by the President or Vice Presidents, if any, or by
the Board of Directors.
CUSTODIAN OR RECORDS AND SEAL
(6) Be custodian of the records and of the seal of the corporation, if any, and
see that it is engraved, lithographed, printed, stamped, impressed on, or
affixed to all certificates for share prior to their issuance and to all
documents, the execution of which, on behalf of the corporation under its seal,
is duly authorized in accordance with the provisions of these bylaws.
SHARE REGISTER
(7) Keep at the place where the bylaws or a copy thereof are kept or at the
office of the transfer agent or registrar a share register or duplicate share
register giving the names of the shareholders, their respective addresses, and
the number and classes of shares held by each. The Secretary shall also keep
appropriate, complete, and accurate books or records of account at the
corporation's registered officer it principal place of business.
REPORTS AND STATEMENTS
(8) See that the books, reports, statements, certificates, and all other
documents and records required by law are properly kept and filed.
EXHIBIT RECORDS
(9) Exhibit at all reasonable times to proper persons on such terms as are
provided by law on proper application, the regulations, the share register, and
minutes of proceedings of the shareholders and Directors of the corporation.
OTHER DUTIES
(10) 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 Board of
Directors.
ABSENCE OF SECRETARY
(11) In case of the absence or disability of the Secretary or his refusal or
neglect to act, the Assistant Secretary, or if there be none, the Treasurer,
acting as Assistant Secretary, may perform all of the functions of the
Secretary. In the absence or inability to act, or refusal or neglect to act of
the Secretary, the Assistant Secretary, and Treasurer, any person thereunto
authorized by the President or Vice Presidents, if any, or by the Board of
Directors, may perform the functions of the Secretary.
ASSISTANT SECRETARY
6.10 At the request of the Secretary, or in his absence or disability, the
Assistant Secretary, designated as set forth in preceding subparagraph 6.09(11)
of these bylaws shall perform all the ;duties of the Secretary, and when so
acting, he shall have all the powers of, and be subject to all the restrictions
on, the Secretary. The Assistant Secretary shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or the
Secretary.
TREASURER
6.11 The Treasurer shall:
FUNDS -- CUSTODY AND DEPOSIT
(1) Have charge and Custody of, and be responsible for, all funds and securities
of the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
Board of Directors.
FUNDS -- RECEIPT
(2) Receive, and give receipt for, moneys due and payable to the corporation
from any source whatever.
FUNDS -- DISBURSEMENTS
(3) Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers for such
disbursements.
MAINTAIN ACCOUNTS
(4) Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions including account of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus, including earned surplus, pain-in surplus, and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account.
EXHIBIT RECORDS
(5) Exhibit at all reasonable times the books of account and records of the
corporation to any Director, or to proper person on such terms as are provided
by law, on proper application, during business ours at the office of the
corporation where such books and records are kept.
REPORTS TO PRESIDENT AND DIRECTORS
(6) When and as requested, render to the President and Directors accounts of all
his transactions as Treasurer and of the financial condition of the corporation.
FINANCIAL REPORT TO SHAREHOLDERS
(7) Upon the written request of any shareholder of the corporation, and within
fourteen (14) days thereafter, mail to such shareholder the then-latest annual
balance sheet and income statement of the corporation. Such financial states
shall have been prepared in accordance with generally accepted accounting
principles by an independent public or certified public accountant.
BOND
(8) Give to the corporation a bond, if required by the Board of Directors, in a
sum, and with one or more sureties, or a surety company satisfactory to the
Board, for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death,
resignation, retirement, or removal from office, of all books, papers, vouchers,
money, and other property of whatever kind in his possession or under his
control belonging to the corporation.
OTHER DUTIES
(9) In general, perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned by the Board of
Directors.
ABSENCE OF TREASURER
(10) In case of the absence or disability of the Treasurer or his refusal or
neglect to act, the Assistant Secretary or the Secretary acting as Assistant
Treasurer may perform all of the functions of the Treasurer. In the absence or
inability to act, or refusal, or neglect to act, of both the Treasurer and the
Secretary, any person thereunto authorized by the President or Vice Presidents,
if any, or by the Board of Directors may perform the functions of the Treasurer.
ASSISTANT TREASURER
6.12 The Assistant Treasurer, if required so to by the Board of Directors, shall
respectively give bonds for the faithful discharge o(pound) his duties, in such
sums, and with such sureties as the Board of Directors shall require. At the
request of the Treasurer, or in his ability absence or disability, the Assistant
Treasurer designated as set forth in preceding subparagraph 6.11(10) of these
regulations shall perform all the duties of Treasurer, and when so acting, shall
have all the powers of, and be subject to all restrictions on, the Treasurer. He
shall perform such other duties as from time to time may be assigned to him by
the Board or Directors or the Treasurer.
SALARIES
6.13 The salaries of the officers shall be fixed from time to time by the Board
of Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the corporation.
ARTICLE SEVEN
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS
ACTIONS AGAINST PARTY BECAUSE OF CORPORATE POSITION
7.01 The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, partner, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgements, fines, and. amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit, or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
unlawful. The termination of any claim, action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
unlawful. The termination of any claim, action, suit, or proceeding by
judgement, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believer that his conduct
was unlawful.
ACTION BY OR IN THE RIGHT OF CORPORATION
7.02 The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed claim,
action, or suit by or in the right of the corporation to procure a judgement in
its favor by reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, partner, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such claim, action, or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court o(pound) Equity or the court in which such claim,
action, or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Equity or such other court shall deem proper.
REIMBURSEMENT IF SUCCESSFUL
7.03 To the extent that a director, office, employee, or agent of the
corporation has been. successful on the merits or otherwise in defense of any
claim, action, suit, or proceeding referred to in Paragraphs 7.01 and 7.02, or
in defense of any claims, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith, not withstanding that he has not been successful
(on the merits or otherwise) on any other claim, issue, or matter in any such
claim, action, suit, or proceeding.
AUTHORIZATION
7.04 Any indemnification under Paragraphs 7.01 and 7.02 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances before he has met the applicable standard
of conduct set forth in Paragraphs 7.01 and 7.02. Such determination shall be
made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.
ADVANCED REIMBURSEMENT
7.05 Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this Article.
INDEMNIFICATION NOT EXCLUSIVE
7.06 The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any
statute, rule of law, provision of certificate of incorporation, bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity,
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. Where such other
provision provides broader rights of indemnification than these bylaws, and
other provision shall control.
SUBSIDIARIES
7.07 All references in this Article to a director, officer, employee, or agent
of the corporation shall be deemed to include any director, officer, employee,
or agent of corporations which are majority owned subsidiaries of this
corporation.
INSURANCE
7.08 The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, partner, 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 under the provisions of this Article.
INVALIDITY
7.09 The invalidity or unenforceability of any provision hereof shall not in any
way affect the remaining portions hereof, which shall continue in full force and
effect.
ARTICLE EIGHT
EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS
AUTHORITY FOR EXECUTION OF INSTRUMENTS
8.01 The Board of Directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and, unless so authorized, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any sum of money or for any
purpose:
EXECUTION OF INSTRUMENTS
8.02 Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, formal contracts of the corporation, promissory
notes, mortgages, and other evidences of indebtedness of the corporation, and
other corporate instruments or documents, and certificates of shares of stock
owned by the corporation, shall be executed, signed, or endorsed by the
President or any Vice President and by the Secretary or the Treasurer, or any
Assistant. Secretary or Assistant Treasurer, and may have the corporate seal, if
any, affixed thereto.
BANK ACCOUNTS AND DEPOSITS
8.03 All funds of the corporation shall be deposited form time to time to the
credit of the corporation with such banks, bankers, trust companies, or other
depositories as the Board of Directors may select or as may be selected by any
officer or officers, agent or agents of the corporation to whom such power may
be delegated form time to time by the. Board of Directors.
ENDORSEMENT WITHOUT COUNTERSIGNATURE
8.04 Endorsements for deposit of commercial paper to the credit of the
corporation in any of its duly authorized depositories may be made without
countersignature by the President or any Vice President, or the Treasurer or any
Assistant Treasurer, or by any other officer or agent of the corporation to whom
the Board of Directors, by resolution, shall have delegated such power.
SIGNING OF CHECKS AND DRAFTS
8.05 Except as otherwise provided in these regulations, all checks, drafts, or
other order for payment of money, notes, or other evidences of indebtedness,
issued in the name of or payable to the corporation shall be assigned or
endorsed by such person or persons and in such manner as shall be determined
from time to time by resolution of the Board of Directors or at the direction of
the Chairman of the Board.
ARTICLE NINE
ISSUANCE AND TRANSFER OF SHARES
CLASSES AND SERIES OF SHARES
9.01 Subject to the provisions of its articles of incorporation, the corporation
may issue one (1) or more classes or series of shares, or both, any of which
classes or series may be with or without par value, and with such other
designations, preferences, qualifications, privileges, limitations, options,
conversion rights, and such special or relative rights as are stated in said
articles of incorporation. All shares shall have the conversion, redemption, and
other rights, preferences, qualifications, limitations, and restrictions, as are
stated in the articles of incorporation. If a class is divided into series, all
the shares of any one series shall have the same conversion, redemption, and
other rights, preferences, qualifications, limitations, and restrictions. Each
outstanding share, regardless of class, shall be entitled to one (1) vote on
each matter submitted to a vote at a meeting of shareholders.
CERTIFICATES FOR FULLY PAID SHARES
9.02 Neither shares nor certificates representing such shares may be issued by
the corporation until the full amount of the consideration has been paid. When
such consideration has been paid to the corporation, the certificate
representing such shares shall be issued to the shareholder.
CONSIDERATION FOR SHARES
9.03 The consideration for the issuance of share may be paid, in whole or in
part, in money, in other property actually received, tangible or intangible, or
in labor performed for the corporation which shall be determined by the Board of
Directors.
CONTENTS OF SHARE CERTIFICATES
9.04 Certificates for shares shall be of such form and style, printed or
otherwise, as the Board of Directors may designate, and each certificate shall
state all of the following facts:
(1) That the corporation is organized under the laws of the State
of Connecticut;
(2) The name of the registered holder of the shares represented by
the certificate;
(3) The number and class of shares and the designation of the
series, if any, which such certificate represents;
(4) The par value of each share represented by such certificate or
a statement that the shares are without par value.
SHARES IN CLASSES OR SERIES
9.05 If the corporation is authorized to issue shares of more than one class,
the certificate shall set forth, either on the face or back of the certificate,
or shall state that the corporation will
furnish to any stockholder upon request and without charge, a full statement or
a summary of all of the designations, preferences, limitation, and relative
rights of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series, so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.
RESTRICTIONS ON TRANSFER
9.06 Any restrictions imposed by the corporation on the sale or other
disposition of its shares and on the transfer thereof must be noted
conspicuously on each certificate representing shares to which the restriction
applies.
PREEMPTIVE RIGHTS
9.07 A full summary or statements of any limitation or denials of preemptive
rights of a shareholder to acquire unissued shares of the corporation must be
set forth on the front or back of the certificate representing shares subject
thereto.
INCORPORATION BY REFERENCE
9.08 In lieu of setting forth a full summary or statement of any provision,
other than restrictions on transfer, on the face or back of the certificate,
such statement may by omitted from the certificate if it shall be set forth upon
the face or back of the certificate that such statement, in full, will be
furnished by the corporation to any shareholder without charge, within five (5)
days of receiving a written request therefor.
SIGNING CERTIFICATES -- FACSIMILE SIGNATURES
9.09 All share certificates shall be signed by the President or a Vice President
and the Secretary Of an Assistant Secretary of the corporation. If a certificate
is countersigned by a transfer agent or registrar, other than the corporation
itself or its employee, any other signatures or countersignatures on the
certificate may be facsimiles. In case any officer of the corporation, or any
office or employee of the transfer agent or registrar, who has signed or whose
facsimile signature has been placed upon such certificate cases to be as officer
of the corporation, or an officer or employee of the transfer agent or registrar
before such certificate may be issued by the corporation with the same effect as
if the officer of the corporation, or the officer or employee of the transfer
agent or registrar, had not ceased to be such at the date of its issue.
TRANSFER OF LOST OR DESTROYED SHARES
9.10 When a share certificate has been lost, or appears to have been destroyed
or wrongfully taken, an the owner fails to notify the corporation of that fact
within a reasonable time after he has notice of it, and the corporation
registers a transfer of the share represented by the certificate before
receiving such a notification, the owner is precluded from asserting against the
corporation any claim arising from the registration of the transfer or any claim
to a new certificate.
REPLACEMENT OF LOST OR DESTROYED CERTIFICATES
9.11 When the holder of a share certificate claims that the certificate has been
lost, destroyed, or wrongfully taken, the corporation shall issue a new
certificate in place of the original certificate if the owner: (1) so requests
before the corporation has notice that the share has been acquired by a bona
fide purchaser; (2) files with the corporation a sufficient indemnity bond; and
(3) satisfies any other reasonable requirements imposed by the Board of
Directors.
TRANSFER AFTER REPLACEMENT
9.12 If, after the issue of a new certificate as a replacement for a lost,
destroyed, or wrongfully taken certificate, a bona fide purchaser of the
original certificate presents it for registration of transfer, the corporation
must register the transfer unless registration would result in overissue. In
addition to any rights on the indemnity bond, the corporation may recover the
new certificate from the person to whom it was issued or any person taking under
him except a bona fide purchaser.
TRANSFER AGENTS AND REGISTRARS
9.13 The Board of Directors may appoint one (1) or more transfer agents, and one
(1) or more registrars which shall be an incorporated bank or trust company,
either domestic or foreign. Such agents and registrars shall be appointed at
such times and places as the requirements of the corporation may necessitate and
the Board of Directors may designate.
CONDITIONS OF TRANSFER
9.14 A person in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof as regards the corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, and written notice thereof shall be given to the
Secretary of the corporation or its transfer agent, if any, such fact shall be
stated in the entry of the transfer.
When a transfer of shares is requested and there is reasonable doubt as
to the right of the person seeking the transfer, the corporation or its transfer
agent, before recording the transfer of the shares on its books or issuing any
certificate therefor, may require from the person seeking the transfer
reasonable proof of his right to the transfer. If there remains a reasonable
doubt of the right to the transfer, the corporation may refuse a transfer unless
the person giver adequate security or a bond of indemnity executed by a
corporate surety or by two (2) individual sureties satisfactory to the
corporation as to from, amount, and responsibility of sureties. The bond shall
be conditioned to protect the corporation, its officers, transfer agents, and
registrars, or any of them, against any loss, damage, expense, or other
liability to the owner of the shares by reason of the recording of the transfer
or the issuance of a new certificate for shares.
ARTICLE TEN
CORPORATE RECORDS, REPORTS, AND SEAL
MINUTES OF CORPORATE MEETINGS
10.01 The corporation shall keep at its principal place of business a book of
minutes of all meetings of its Board of Directors and of its shareholders, with
the time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares or member present or represented at shareholders'
meetings, and the proceedings thereof.
BOOKS OF ACCOUNT
10.02 The corporation shall keep and maintain at its principal place of business
adequate and correct accounts of its properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus, and shares. Any surplus, including a reduction of
stated capital, shall be classified according to source and shown in a separate
account.
SHARE REGISTER
10.03 The corporation shall keep at its principal place of business, or at the
office of its transfer agent, a share register showing the names of the
shareholders, their addresses, and the number and classes of shares held by
each. The above-specified specified information may be kept by the corporation
and punchcards, magnetic tape, or other information storage device related to
electronic data processing equipment, provided that such card, tape, or other
equipment is capable of reproducing the information in clearly legible form for
the purposes of inspection as provided in Paragraph 10.04 of these regulations.
INSPECTION OF RECORDS BY SHAREHOLDERS
10.04 On written demand, stating a proper purpose thereof, every shareholder
shall have a right to examine in person or by agent or attorney, during the
usual hours for business for any proper purpose, the share register, books or
records of account, and records of the proceedings of the shareholders and
Directors, and make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a shareholder. In every
instance in which an attorney or other agent shall be the person who seeks the
right to inspection, the demand shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the shareholder. The demand shall be directed to the corporation at
its principal place of business.
INSPECTION OF RECORDS BY DIRECTORS
10.05 Every Director shall have the absolute right at any reasonable time to
inspect all books, records, documents of every kind, and the physical properties
of the corporation, and also of its subsidiary corporations, domestic. or
foreign. Such inspection by a Director may be made in person or by agent or
attorney, and the right of inspection included the right to make extracts.
FINANCIAL REPORT TO SHAREHOLDERS
10.06 The Board of Directors shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of the
fiscal year.
CONTENTS OF ANNUAL REPORTS
10.07 The annual report shall include the following financial statements
prepared so as to represent fairly the corporation's financial condition and the
results of its operations:
(1) A balance sheet as of closing date;
(2) Statement of income and surplus for such year ended on closing
date; and
(3) Such other information as the Directors shall determine.
PREPARATION OF FINANCIAL STATEMENTS
10.08 The financial statements shall have been examined in accordance with
generally accepted auditing standards by an independent certified public
accountant of any state or territory of the United States or by a firm thereof,
and shall be accompanied by such accountant's or firm's opinion as to the
fairness of the presentation of the financial statements. They shall be prepared
in a form sanctioned by generally accepted accounting principles for the
particular kind of business carried on by the corporation.
FISCAL YEAR
10.09 The fiscal year of the corporations hall be as determined by the Board of
Directors.
CORPORATE SEAL
10.10 The Board of Directors may, but need not, adopt, use, and thereafter
alter, a corporate seal.
ARTICLE ELEVEN
AMENDMENT OF BYLAWS
ADOPTION, AMENDMENT, AND REPEAL OF BYLAWS BY SHAREHOLDERS
Bylaws may be altered, amended, or repealed, and new bylaws may be
adopted by the vote or the written assent of shareholders entitled to exercise a
majority of the voting power of the corporation; provided that such bylaws as
adopted or amended are not in conflict with the articles of incorporation or
with law.