BYLAWS OF
CASCO INTERNATIONAL, INC.
TABLE OF CONTENTS
SECTION
ARTICLE I. OFFICES
Section 1.1 Business Office
Section 1.2 Registered Office
ARTICLE II. SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting
Section 2.2 Special Shareholder Meetings
Section 2.3 Place of Shareholder Meeting
Section 2.4 Notice of Shareholder Meeting
Section 2.5 Fixing of Record Date
Section 2.6 Shareholder List
Section 2.7 Shareholder Quorum and Voting Requirements
Section 2.8 Increasing Either Quorum or Voting Requirements
Section 2.9 Proxies
Section 2.10 Voting of Shares
Section 2.11 Corporation's Acceptance of Votes
Section 2.12 Informal Action by Shareholders
Section 2.13 Voting for Directors
Section 2.14 Shareholder's Rights to Inspect Corporate Records
Section 2.15 Financial Statements Shall be Furnished to the Shareholders
Section 2.16 Dissenters' Rights
ARTICLE III. BOARD OF DIRECTORS
Section 3.1 General Powers
Section 3.2 Number, Tenure and Qualifications of Directors
Section 3.3 Regular Meetings of the Board of Directors
Section 3.4 Special Meetings of the Board of Directors
Section 3.5 Notice of, and Waiver of Notice for, Special Director Meetings
Section 3.6 Director Quorum
Section 3.7 Directors, Manner of Acting
Section 3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the
Board of Directors
Section 3.9 Director Action Without a Meeting
Section 3.10 Removal of Directors
Section 3.11 Board of Director Vacancies
Section 3.12 Director Compensation
Section 3.13 Director Committees
ARTICLE IV. OFFICERS
Section 4.1 Number of Officers
Section 4.2 Appointment and Term of Office.
Section 4.3 Removal of Officers
Section 4.4 President
Section 4.5 Vice Presidents
Section 4.6 The Secretary
Section 4.7 The Treasurer
Section 4.8 Assistant Secretaries and Assistant Treasurers
Section 4.9 Salaries
ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
Section 5.1 Indemnification of Directors
Section 5.2 Advance Expenses for Directors
Section 5.3 Indemnification of Officers, Agents, and Employees Who are Not
Directors
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares
Section 6.2 Shares Without Certificates
Section 6.3 Registration of the Transfer of Shares
Section 6.4 Restrictions on Transfer Shares Permitted
Section 6.5 Acquisition of Shares
ARTICLE VII. DISTRIBUTIONS
Section 7.1 Distributions
ARTICLE VIII. CORPORATE SEAL
Section 8.1 Corporate Seal
ARTICLE IX. EMERGENCY BYLAWS
Section 9.1 Emergency Bylaws
ARTICLE X. AMENDMENTS
Section 10.1 Amendments
BYLAWS OF
CASCO INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1.1 Business Office.
The principal office of the corporation shall be located at any place
either within or outside the State of New Hampshire as designated in the
company's most current Annual Report filed with the New Hampshire Secretary of
State. The corporation may have such other offices, either within or without the
State of New Hampshire, as the Board of Directors may designate or as the
business of the corporation may require from time to time. The corporation shall
maintain at its principal office a copy of certain records, as specified in
Section 2.14 of Article II.
Section 1.2 Registered Office.
The registered office of the corporation, as required by Section 5.01 of
the New Hampshire Business Corporation Act, shall be located within New
Hampshire and may be, but need not be, identical with the principal office (if
located within New Hampshire). The address of the registered office may be
changed from time to time.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting.
The annual meeting of the shareholders shall be held on the third Tuesday
of December, in each year, beginning with the year 1993, at the hour of 11:00
o'clock in the forenoon, or at such other time on such other day within such
month as shall be fixed by the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of New Hampshire, such meeting shall be held on the next succeeding
business day.
If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.
Section 2.2 Special Shareholder Meetings.
Special meetings of the shareholders, for any purpose or purposes,
described in the meeting notice, may be called by the
president, or by the Board of Directors or by the Secretary, and shall be called
by the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
Section 2.3 Place of Shareholder Meeting.
The Board of Directors may designate any place within the county in New
Hampshire where the company has its principal office as the place of meeting for
any annual or special meeting of the shareholders, unless all the shareholders
entitled to vote at the meeting agree by written consents (which may be in the
form of waiver of notice or otherwise) to another location, which may be either
within or without the State of New Hampshire. If no designation is made, the
place of meeting shall be the principal office of the corporation in the State
of New Hampshire.
Section 2.4 Notice of Shareholder Meeting.
(a) Required Notice. Written notice stating the place, day and hour of any
annual or special shareholder meeting shall be delivered not less than ten nor
more than 60 days before the date of the meeting, either personally or by mail,
by or at the direction of the president, the Board of Directors, or other
persons calling the meeting, to each shareholder of record, entitled to vote at
such meeting and to any other shareholder entitled by the New Hampshire Business
Corporation Act or the articles of incorporation to receive notice of the
meeting. Notice shall be deemed to be effective at the earlier of:
(1) When deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid;
(2) On the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee;
(3) When received; or
(4) Five days after deposit in the United States mail, if mailed
postpaid and correctly addressed to an address other than that shown in the
corporation's current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place, if the new date, time, and place is announced at the meeting before
adjournment. But if a new record date for the adjourned meeting is, or must be
fixed (see Section 2.5 of Article II) then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.4, to those persons who are
shareholders as of the new record date.
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(c) Waiver of Notice. The shareholder may waive notice of the meeting (or
any notice required by the Act, articles of incorporation, or bylaws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the
meeting.
(2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose of purposes described in
the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
(d) Contents of Notice. The notice of each special shareholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 2.4(d), or as provided in the
corporation's articles, or otherwise in the New Hampshire Business Corporation
Act, the notice of an annual shareholder meeting need not include a description
of the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy or summary of the: (1) articles of amendment;
(2) plan of merger or share exchange; Xand (3) transaction for disposition of
all the corporation's property.
If the proposed corporate action creates dissenters' rights, the notice
must state that shareholders are, or may be entitled to assert dissenters'
rights, and must be accompanied by a copy of Subchapter 13 of the New Hampshire
Business Corporation Act. If the corporation issues, or authorizes the issuance
of shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next shareholder meeting.
Likewise, if the corporation indemnifies or advances expenses to a director
(as defined in New Hampshire Business Corporation Act
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section 16.21), this shall be reported to all the shareholders with or before
notice of the next shareholder's meeting.
Section 2.5 Fixing of Record Date.
For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. Such record date shall
not be more than 70 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the Board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders, or
shareholders entitled to receive a share dividend or distribution, the record
date for determination of such shareholders shall be at the close of business
on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the Board or any person
specifically authorized by the Board or these bylaws to call a
meeting, the day before the first notice is delivered to
shareholders;
(b) With respect to a special shareholder's meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the
Board authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
(pursuant to Article II, Section 2.12), the date the first
shareholder signs a consent;
(e) And with respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date
the Board authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.
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Section 2.6 Shareholder List.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall make a complete record of the shareholders entitled to
vote at each meeting of shareholders thereof, arranged in alphabetical order,
with the address of and the number of shares held by each. The list must be
arranged by voting group (if such exists, see Article II, Section 2.7) and
within each voting group by class or series of shares. The shareholder list must
be available for inspection by any shareholder, beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting.
The list shall be available at the corporation's principal office or at a
place identified in the meeting notice in the city where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection.
The corporation shall maintain the shareholder list in written form or in
another form capable of conversion into written form within a reasonable time.
Section 2.7 Shareholder Quorum and Voting Requirements.
If the articles of incorporation or the New Hampshire Business Corporation
Act provide for voting by a single voting group on a matter, action on that
matter is taken when voted upon by that voting group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to
Section 2.8 of this Article II, or the New Hampshire Business Corporation Act
provide otherwise, a majority of the votes entitled to be cast on the matter by
the voting group constitutes a quorum of that voting group for action on that
matter.
If the articles of incorporation or the New Hampshire Business Corporation
Act provide for voting by two or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
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If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to Section 2.8 of this
Article II, or the New Hampshire Business Corporation Act require a greater
number of affirmative votes.
Section 2.8 Increasing Either Quorum or Voting Requirements.
For purposes of this Section 2.8 a "supermajority" quorum is a requirement
that more than a majority of the votes of the voting group be present to
constitute a quorum; and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of the affirmative votes of a
voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.
A bylaw that affixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the Board of Directors.
Section 2.9 Proxies.
At all meetings of shareholders, a shareholder may vote in person, or vote
by proxy which is executed in writing by the shareholder or which is executed by
his duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy.
Section 2.10 Voting of Shares.
Unless otherwise provided in the articles, each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote
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for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Provided, however, the prior sentence shall not limit the power of the
corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
Section 2.11 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the
vote, consent, waiver, or proxy appointment and give it effect as
the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled
to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder if:
(1) the shareholder is an entity as defined in the New Hampshire
Business Corporation Act and the name signed purports to be
that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the
shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or
proxy appointment;
(3) the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;
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(4) the name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation
of the signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent, waiver, or
proxy appointment;
(5) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of
at least one of the co-owners and the person signing appears
to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the
shareholder.
(d) The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this section are not liable in
damages to the shareholder for the consequences of the acceptance
or rejection.
(e) Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid
unless a court of competent jurisdiction determines otherwise.
Section 2.12 Informal Action by Shareholders.
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book.
If the act to be taken requires that notice be given to non-voting
shareholders, the corporation shall give the non-voting shareholders written
notice of the proposed action at least ten days before the action is taken,
which notice shall contain or be accompanied by the same material that would
have been required if a formal meeting had been called to consider the action.
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A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
Section 2.13 Voting for Directors.
Unless otherwise provided in the articles of incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
Section 2.14 Shareholder's Rights to Inspect Corporate Records.
(a) Minutes and Accounting Records. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and
board of directors, a record of all actions taken by the shareholders
or board of directors without a meeting, and a record of all actions
taken by a committee of the Board of Directors on behalf of the
corporation. The corporation shall maintain appropriate accounting
records.
(b) Absolute Inspection Rights of Records Required at Principal Office. If
he gives the corporation written notice of his demand at least five
business days before the date on which he wishes to inspect and copy,
a shareholder (or his agent or attorney) has the right to inspect and
copy, during regular business hours any of the following records, all
of which the corporation is required to keep at its principal office:
(1) its articles or restated articles of incorporation and all
amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to them
currently in effect;
(3) resolutions adopted by its Board of Directors creating one or
more classes or series of shares, and fixing their relative
rights, preferences, and limitations, if shares issued pursuant
to those resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and records of all
actions taken by shareholders without a meeting, for the past
three years;
(5) all written communications to shareholders generally within the
past three years, including the financial statement furnished for
the past three years to the shareholders;
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(6) a list of the names and business addresses of its current
directors and officers; and,
(7) its most recent annual report delivered to the Secretary of
State.
(c) Conditional Inspection Right. In addition, if he gives the corporation
a written demand made in good faith and for a proper purpose at least
five business days before the date on which he wishes to inspect and
copy, he describes with reasonable particularity his purpose and the
records he desires to inspect, and the records are directly connected
with this purpose, a shareholder of a corporation (or his agent or
attorney) is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of
the following records of the corporation:
(1) excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors on
behalf of the corporation, minutes of any meeting of the
shareholders, and records of actions taken by the shareholders or
Board of Directors without a meeting, to the extent not subject
to inspection under paragraph (a) of this Section 2.14.
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the date of
the shareholder's demand).
(d) Copy Costs. The right to copy records includes, if reasonable, the
right to receive copies made by photographic, xerographic, or other
means. The corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to
the shareholder. The charge may not exceed the estimated cost of
production or reproduction of the records.
(e) Shareholder Includes Beneficial Owner. For purposes of this Section
2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.
Section 2.15 Financial Statements Shall Be Furnished to the Shareholders.
(a) The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the
corporation and one or more of its subsidiaries, as appropriate, that
include a
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balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of changes in shareholders' equity for
the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the corporation
on the basis of generally accepted accounting principles, the annual
financial statements for the shareholders also must be prepared on
that basis.
(b) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person
responsible for the corporation's accounting records:
(1) stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles
and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared
on a basis of accounting consistent with the statements prepared
for the preceding year.
(c) A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year.
Thereafter, on written request from a shareholder who was not mailed
the statements, the corporation shall mail him the latest financial
statements.
Section 2.16 Dissenters' Rights.
Each shareholder shall have the right to dissent from and obtain payment
for his shares when so authorized by the New Hampshire Business Corporation Act,
articles of incorporation, these bylaws, or in a resolution of the Board of
Directors.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers.
Unless the articles of incorporation have dispensed with or limited the
authority of the Board of Directors by describing who will perform some or all
of the duties of a Board of Directors, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of the Board of Directors.
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Section 3.2 Number, Tenure, and Qualifications of Directors.
Unless otherwise provided in the articles of incorporation, the authorized
number of directors shall be not less than one nor more than five. The current
number of directors shall be within the limits specified above, and as
determined (or as amended from time-to-time) by resolution adopted by either the
shareholders or directors.
Each director shall hold office until the next annual meeting of
shareholders or until removed. However, if his term expires, he shall continue
to serve until his successor shall have been elected and qualified, or until
there is a decrease in the number of directors.
Directors need not be residents of the State of New Hampshire or
shareholders of the corporation unless so required by the articles of
incorporation.
Section 3.3 Regular Meetings of the Board of Directors.
A regular meeting of the Board of Directors shall be held without other
notice than this bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place (which shall be within the county where the company's principal
office is located) for the holding of additional regular meetings without other
notice than such resolution. (If so permitted by Section 3.7, any such regular
meeting may be held by telephone.)
Section 3.4 Special Meetings of the Board of Directors.
Special meetings of the Board of Directors may be called by or at the
request of the president or any one director. The person authorized to call
special meetings of the Board of Directors may fix any place, only within the
county where this corporation has its principal office as the place for holding
any special meeting of the Board of Directors, or if permitted by Section 3.7,
such meeting may be held by telephone.
Section 3.5 Notice of, and Waiver of Notice for, Special Director Meetings.
Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing.
If mailed, notice of any director meeting shall be deemed to be effective
at the earlier of: (1) when received; (2) five days after deposited in the
United States mail, addressed to the director's business office, with postage
thereon prepaid; or (3)
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the date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
director.
Any director may waive notice of any meeting. Except as provided Xin the
next sentence, the waiver must be in writing, signed by the director entitled to
the notice, and filed with the minutes or corporate records. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business and at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or assent to action
taken at the meeting.
Unless required by the articles of incorporation, neither the business to
be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.6 Director Quorum.
If Section 3.2 establishes a fixed board size, a majority of the number of
directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, unless the articles require a greater number.
If Section 3.2 permits a variable-range size board (a board size set by
resolution within a given range), a majority of the number of directors
prescribed by resolution, (or if no number is prescribed the number in office
immediately before the meeting begins) shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, unless the
articles require a greater number.
Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.
Section 3.7 Directors, Manner of Acting.
The act of the majority of the directors present at a meeting at which a
quorum is present when the vote is taken shall be the act of the Board of
Directors unless the articles of incorporation require a greater percentage. Any
amendment which changes the number of directors needed to take action, is
subject to the provisions of Section 3.8.
Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
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participating in a meeting by this means is deemed to be present in person at
the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
Section 3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the
Board of Directors.
For purposes of this Section 3.8, a "supermajority" quorum is a requirement
that more than a majority of the directors in office constitute a quorum; and a
"supermajority" voting requirement is any requirement that requires the vote of
more than a majority of those directors present at a meeting at which a quorum
is present to be the act of the directors.
A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders
(unless otherwise provided by the shareholders);
(2) if originally adopted by the Board of Directors, either by the
shareholders or by the Board of Directors.
A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the Board of Directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the Board of Directors.
Subject to the provisions of the preceding paragraph, action by the Board
of Directors to adopt, amend, or repeal a bylaw that changes the quorum or
voting requirement for the Board of Directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.
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Section 3.9 Director Action Without a Meeting.
Unless the articles of incorporation provide otherwise, any action required
or permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if all the directors take the action, each one signs a written
consent describing the action taken, and the consents are filed with the records
of the corporation. Action taken by consents is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
signed consent has the effect of a meeting vote and may be described as such in
any document.
Section 3.10 Removal of Directors.
The shareholders may remove one or more directors at a meeting called for
that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the articles provide
that directors may only be removed with cause. If a director is elected by a
voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him. If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal. If cumulative voting is not
authorized, a director may be removed only if the number of votes cast to remove
him exceeds the number of votes cast not to remove him.
Section 3.11 Board of Director Vacancies.
Unless the articles of incorporation provide otherwise, if a vacancy occurs
on the Board of Directors, including a vacancy resulting from an increase in the
number of directors, the shareholders may fill the vacancy. During such time
that the shareholders fail or are unable to fill such vacancies then and until
the shareholders act:
(1) the Board of Directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a quorum of
the Board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
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The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualified
or until there is a decrease in the number of directors.
Section 3.12 Director Compensation.
Unless otherwise provided in the articles, by resolution of the Board of
Directors, each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the corporation in any
capacity or receiving compensation therefor.
Section 3.13 Director Committees.
(a) Creation of Committees. Unless the articles of incorporation provide
otherwise, the Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members, who serve at the pleasure of
the Board of Directors.
(b) Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all
the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such
action, (or if not specified in the articles the numbers required by
Section 3.7 of this Article III to take action).
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of this
Article III, which govern meetings, action without meetings, notice
and waiver of notice, quorum and voting requirements of the Board of
Directors, apply to committees and their members.
(d) Authority. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the Board of
Directors which the Board of Directors confers upon such committee in
the resolution creating the committee. Provided, however, a committee
may not:
(1) authorize distributions;
(2) approve or propose to shareholders action that the New Hampshire
Business Corporation Act requires be approved by shareholders;
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(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) amend the articles of incorporation pursuant to the authority of
directors, to do so granted by Section 10.02 of the New Hampshire
Business Corporation Act,
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to
a formula or method prescribed by the Board of Directors; or
(8) authorize or approve the issuance or sale or contract for sale of
shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee (or
a senior executive officer of the corporation) to do so within
limits specifically prescribed by the Board of Directors.
ARTICLE IV
OFFICERS
Section 4.1 Number of Officers.
The officers of the corporation shall be a president, a secretary, and a
treasurer, each of whom shall be appointed by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary, including any vice
presidents, may be appointed by the Board of Directors. If specifically
authorized by the Board of Directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the corporation.
Section 4.2 Appointment and Term of Office.
The officers of the corporation shall be appointed by the Board of
Directors for a term as determined by the Board of Directors. (The designation
of a specified term grants to the officer no contract rights, and the Board can
remove the officer at any time prior to the termination of such term.) If no
term is specified, they shall hold office until they resign, die, or until they
are removed in the manner provided in Section 4.3 of this Article IV.
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Section 4.3 Removal of Officers.
Any officer or agent may be removed by the Board of Directors at any time,
with or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Appointment of an officer or agent
shall not of itself create contract rights.
Section 4.4 President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the shareholders and of the
Board of Directors.
The president may sign, with the secretary or any other proper officer of
the corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation and deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the Board of Directors from time to time.
Section 4.5 Vice Presidents.
If appointed, in the absence of the president or in the event of his death,
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their election, or in the absence of any designation, then in the order of
their appointment) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. (If there is no vice president, then the treasurer shall perform
such duties of the president.)
Any vice president may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation the issuance of which have been
authorized by resolution of the Board of Directors; and shall perform such other
duties as from time to time may be assigned to him by the president or by the
Board of Directors.
Section 4.6 The Secretary.
The secretary shall:
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(a) keep the minutes of the proceedings of the shareholders and of the
Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;
(c) be custodian of the corporate records and of any seal of the
corporation and if there is a seal of the corporation, see that it is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized;
(d) when requested or required, authenticate any records of the
corporation;
(e) keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder;
(f) sign with the president, or vice president, certificates for shares of
the corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors;
(g) have general charge of the stock transfer books of the corporation; and
(h) in general perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to him by the president
or by the Board of Directors.
Section 4.7 The Treasurer.
The treasurer shall:
(a) have charge and custody of and be responsible for all funds and
securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation
from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositaries as shall be
selected by the Board of Directors; and
(c) in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
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Section 4.8 Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of Directors, may
sign with the president or a vice president certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The assistant treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president or the Board of Directors.
Section 4.9 Salaries.
The salaries of the officers shall be fixed from time to time by the Board
of Directors.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
Section 5.1 Indemnification of Directors.
Unless otherwise provided in the articles, the corporation shall indemnify
any individual made a party to a proceeding because he is or was a director of
the corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as
defined in subsection (a) of this Section 5.1. (Such indemnification is further
subject to the limitation specified in subsection (c).)
(a) Determination and Authorization. The corporation shall not indemnify a
director under this Section 5.1 of Article V unless:
(1) Determination. A determination has been made in accordance with
the procedures set forth in Section 8.55(b) of the New Hampshire
Business Corporation Act that the director met the standard of
conduct set forth in subsection (b) below, and
(2) Authorization. Payment has been authorized in accordance with the
procedures set forth in Section 8.55(c) of the New Hampshire
Business Corporation Act based on a conclusion that the expenses
are reasonable, the corporation has the financial ability to make
the payment, and the financial resources of the corporation
should be devoted to
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this use rather than some other use by the corporation.
(b) Standard of Conduct. The individual shall demonstrate that:
(1) he conducted himself in good faith; and
(2) he reasonably believed:
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests;
(ii) in all other cases, that his conduct was not opposed to its
best interest; and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
The corporation shall not indemnify a director under this Section 5.1, Article
V:
(1) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.
(c) Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section 5.1 of Article V in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Section 5.2 Advance Expenses for Directors.
If a determination is made, following the procedures of Section 8.55(b) of
the New Hampshire Business Corporation Act that the director has met the
following requirements; and if an authorization of payment is made, following
the procedures and standards set forth in Section 8.55(c) of the New Hampshire
Business Corporation Act, then unless otherwise provided in the articles of
incorporation, the company shall pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding, if:
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(1) the director furnishes the corporation a written affirmation of
his good faith belief that he has met the standard of conduct
described in Section 5.1 of this Article V;
(2) the director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of
conduct (which undertaking must be an unlimited general
obligation of the director but need not be secured and may be
accepted without reference to financial ability to make
repayment); and
(3) a determination is made that the facts then known to those making
the determination would not preclude indemnification under
Section 5.1 of this Article V or Sections 8.50 through 8.58 of
the New Hampshire Business Corporation Act.
Section 5.3 Indemnification of Officers, Agents, and Employees Who Are Not
Directors.
Unless otherwise provided in the articles of incorporation, the Board of
Directors may indemnify and advance expenses to any officer, employee, or agent
of the corporation, who is not a director of the corporation, to any extent
consistent with public policy, as determined by the general or specific action
of the Board of Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares.
(a) Consent. Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of New Hampshire; the
name of the person to whom issued; and the number and class of shares
and the designation of the series, if any, the certificate represents;
and be in such form as determined by the Board of Directors. Such
certificates shall be signed (either manually or by facsimile) by the
president or a vice president and by the secretary or an assistant
secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered
or otherwise identified.
(b) Legend as to Class or Series. If the corporation is authorized to
issue different classes of shares or different series within a class,
the designations, relative rights, preferences, and limitations
applicable
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to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the Board
of Directors to determine variations for future series) must be
summarized on the front or back of each certificate. Alternatively,
each certificate may state conspicuously on its front or back that the
corporation will furnish the shareholder this information on request
in writing and without charge.
(c) Shareholder List. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation.
(d) Transferring Shares. All certificates surrendered to the corporation
for transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of
Directors may prescribe.
Section 6.2 Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the Board of Directors may authorize
the issue of some or all the shares of any or all of its classes or
series without certificates. The authorization does not affect shares
already represented by certificates until they are surrendered to the
corporation.
(b) Information Statement Required. Within a reasonable time after the
issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing at minimum:
(1) the name of the issuing corporation and that it is organized
under the law of this State;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the series,
if any, of the issued shares.
If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series (and the
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authority of the Board of Directors to determine variations for future series).
Section 6.3 Registration of the Transfer of Shares.
Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to register a
transfer, the record owner shall surrender the shares to the corporation for
cancellation, properly endorsed by the appropriate person or persons with
reasonable assurances that the endorsements are genuine and effective.
Unless the corporation has established a procedure by which a beneficial
owner of shares held by a nominee is to be recognized by the corporation as the
owner, the person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 6.4 Restrictions on Transfer of Shares Permitted.
The Board of Directors (or shareholders) may impose restrictions on the
transfer or registration of transfer of shares (including any security
convertible into, or carrying a right to subscribe for or acquire shares). A
restriction does not affect shares issued before the restriction was adopted
unless the holders of the shares are parties to the restriction agreement or
voted in favor of the restriction.
A restriction on the transfer or registration of transfer of shares may be
authorized:
(1) to maintain the corporation's status when it is dependent on the
number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the corporation or other
persons (separately, consecutively, or simultaneously) an opportunity
to acquire the restricted shares;
(2) obligate the corporation or other persons (separately, consecutively,
or simultaneously) to acquire the restricted shares;
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(3) require the corporation, the holders or any class of its shares, or
another person to approve the transfer of the restricted shares, if
the requirement is not manifestly unreasonable;
(4) prohibit the transfer of the restricted shares to designated persons
or classes of persons, if the prohibition is not manifestly
unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.
Section 6.5 Acquisition of Shares.
The corporation may acquire its own shares and unless otherwise provided in
the articles of incorporation, the shares so acquired constitute authorized but
unissued shares.
If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the Board of Directors without shareholder
action. The articles of amendment must be delivered to the Secretary of State
and must set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by class
and series; and
(3) the total number of authorized shares, itemized by class and series,
remaining after reduction of shares.
ARTICLE VII
DISTRIBUTIONS
Section 7.1 Distributions.
The Board of Directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner and
upon the terms and conditions provided by law and in the corporation's articles
of incorporation.
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ARTICLE VIII
CORPORATE SEAL
Section 8.1 Corporate Seal.
The Board of Directors may provide a corporate seal which may be circular
in form and have inscribed thereon any designation including the name of the
corporation, New Hampshire as the state of incorporation, and the words
"Corporate Seal."
ARTICLE IX
EMERGENCY BYLAWS
Section 9.1 Emergency Bylaws.
Unless the articles of incorporation provide otherwise, the following
provisions of this Article IX, Section 9.1 "Emergency Bylaws" shall be effective
during an emergency which is defined as when a quorum of the corporation's
directors cannot be readily assembled because of some catastrophic event.
During such emergency:
(a) Notice of Board Meetings. Any one member of the Board of Directors or
any one of the following officers: president, any vice president,
secretary, or treasurer, may call a meeting of the Board of Directors.
Notice of such meeting need be given only to those directors whom it
is practicable to reach, and may be given in any practical manner,
including by publication and radio. Such notice shall be given at
least six hours prior to commencement of the meeting.
(b) Temporary Directors and Quorum. One or more officers of the
corporation present at the emergency board meeting, as is necessary to
achieve a quorum, shall be considered to be directors for the meeting,
and shall so serve in order of rank, and within the same rank, in
order of seniority. In the event that less than a quorum (as
determined by Article III, Section 3.6) of the directors are present
(including any officers who are to serve as directors), those
directors present (including any officers serving as directors) shall
constitute a quorum.
(c) Actions Permitted to Be Taken. The board as constituted in paragraph
(b), and after notice as set forth in paragraph (a) may:
(1) Officers' Powers. Prescribe emergency powers to any officer of
the corporation;
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(2) Delegation of Any Power. Delegate to any officer or director, any
of the powers of the Board of Directors;
(3) Lines of Succession. Designate lines of succession of officers
and agents, in the event that any of them are unable to discharge
their duties;
(4) Relocate Principal Place of Business. Relocate the principal
place of business, or designate successive or simultaneous
principal places of business;
(5) All Other Actions. Take any other action, convenient, helpful, or
necessary to carry on the business of the corporation.
ARTICLE X
AMENDMENTS
Section 10.1 Amendments.
The corporation's Board of Directors may amend or repeal the corporation's
bylaws unless:
(1) the articles of incorporation or the New Hampshire Business
Corporation Act reserve this power exclusively to the shareholders in
whole or part; or
(2) the shareholders in adopting, amending, or repealing a particular
bylaw provide expressly that the Board of Directors may not amend or
repeal that bylaw; or
(3) the bylaw either establishes, amends, or deletes, a supermajority
shareholder quorum or voting requirement (as defined in Section 2.8 of
Article II).
Any amendment which changes the voting or quorum requirement for the Board
must comply with Article III, Section 3.8, and for the shareholders, must comply
with Article II, Section 2.8.
The corporation's shareholders may amend or repeal the corporation's bylaws
even though the bylaws may also be amended or repealed by its Board of
Directors.
This version of the corporation's bylaws is dated December 21, 1993.
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