Exhibit 3.16
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BYLAWS
of
L-3 COMMUNICATIONS DBS MICROWAVE INC.
(as originally adopted: September 21, 1998)
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BYLAWS
of
L-3 COMMUNICATIONS DBS MICROWAVE INC.
a Delaware corporation (hereinafter referred
to as the "Company")
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ARTICLE I - OFFICES
Section 1.1. Location. The address of the registered office of the
Company in the State of Delaware and the name of the registered agent at such
address shall be as specified in the Certificate of Incorporation or, if
subsequently changed, as specified in the most recent certificate of change
filed pursuant to law. The Company may also have other offices at such places
within or without the State of Delaware as the Board of Directors may from time
to time designate or the business of the Company may require.
Section 1.2. Change of Location. In the manner permitted by law, the
Board of Directors or the registered agent may change the address of the
Company's registered office in the State of Delaware and the Board of Directors
may make, revoke or change the designation of the registered agent.
ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 2.1. Annual Meeting. The annual meeting of the stockholders
of the Company for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held at the
registered office of the Company, or at such other place within or without the
State of Delaware as the Board of Directors may fix, at 10 o'clock A.M. on the
3rd Wednesday in April of each year commencing with the year 1999, but if such a
date is a legal holiday, then on the next succeeding business day, or may be
held by telephone conference or other similar means, or by written consent.
Section 2.2. Special Meetings. Special meetings of stockholders,
unless otherwise prescribed by law, may be called at any time by the Chairman of
the Board, the President, the Secretary or by order of the Board of Directors.
Special meetings of stockholders shall be held at such place within or without
the State of Delaware as shall be designated in the notice of meeting, or may be
held
by telephone conference or other similar means, or by written consent.
Section 2.3. Quorum. At any meeting of stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation, the
holders of record of at least a majority of the outstanding shares of capital
stock entitled to vote or act at such meetings shall be present or represented
by proxy in order to constitute a quorum for the transaction of any business,
but less than a quorum shall have power to adjourn any meeting until a quorum
shall be present.
Section 2.4. Voting. At any meeting of stockholders at which a
quorum shall be present, each matter shall be decided by majority vote of the
shares voting on such matter, except as otherwise expressly required by law or
by the Certificate of Incorporation and except as otherwise expressly provided
in these Bylaws.
Section 2.5. Action by Consent of Stockholders. Whenever any action
by the stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation or these Bylaws, such action may be taken without a
meeting, without prior notice and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
such action without a meeting and by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1. General Powers. The property, business and affairs of
the Company shall be managed by the Board of Directors. The Board of Directors
may exercise all such powers of the Company and have such authority and do all
such lawful acts and things as are permitted by law, the Certificate of
Incorporation or these Bylaws.
Section 3.2. Number of Directors. The Board of Directors of the
Company shall consist of one or more members; the exact number of directors
which shall constitute the whole Board of Directors shall be fixed from time to
time by resolution adopted by a majority of the whole Board of Directors. Until
the number of directors has been so fixed by the Board of Directors, the number
of directors constituting the whole Board of Directors shall be one (1).
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Section 3.3. Qualification. Directors need not be stockholders of
the Company.
Section 3.4. Election. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, after the first meeting of the
Company at which directors are elected, directors of the Company shall be
elected in each year at the annual meeting of stockholders or at a special
meeting in lieu of the annual meeting called for such purpose, by a plurality of
votes cast at such meeting. The voting on directors at any such meeting need not
be by written ballot unless otherwise so requested by any stockholder.
Section 3.5. Term. Each director shall hold office until his
successor is duly elected and qualified, except in the event of the earlier
termination of his term of office by reason of death, resignation, removal or
other reason.
Section 3.6. Resignation and Removal. Any director may resign at any
time upon written notice to the Board of Directors, the President or the
Secretary. Any director may be removed at any time for any reason and his place
filled by the stockholders.
Section 3.7. Vacancies. Vacancies in the Board of Directors (unless
the vacancy be caused by the removal of a director) and newly created
directorships resulting from any increase in the authorized number of directors
shall be filled by a majority of the directors then in office, though less than
a quorum, or by a sole remaining director. The vacancy caused by the removal of
a director shall be filled by the stockholders.
Each director chosen to fill a vacancy on the Board of Directors
shall hold office until the next annual election of directors and until his
successor shall be elected and qualified.
Section 3.8. Quorum and Voting. Unless the Certificate of
Incorporation provides otherwise, at all meetings of the Board of Directors a
majority of the total number of directors shall be present to constitute a
quorum for the transaction of business. A director interested in a contract or
transaction may be counted in determining the presence of a quorum at a meeting
of the Board of Directors which authorizes the contract or transaction. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
until a quorum shall be present.
Members of the Board of Directors or any committee designated by the
Board of Directors may participate in a
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meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting.
The vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
Section 3.9. Regulations. The Board of Directors may hold its
meetings and cause the books and records of the Company to be kept at such place
or places within or without the State of Delaware as the Board of Directors may
from time to time determine. A member of the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, by an
independent certified public accountant or by an appraiser selected with
reasonable care by the Board of Directors or any committee of the Board of
Directors or in relying in good faith upon other records of the Company.
Section 3.10. Annual Meeting of Board of Directors. An annual
meeting of the Board of Directors shall be called and held for the purpose of
organization, election of officers and transaction of any other business. If
such meeting is held promptly after and at the place specified for the annual
meeting of stockholders, no notice of the annual meeting of the Board of
Directors need be given. Otherwise such annual meeting shall be held at such
time (not more than thirty days after the annual meeting of stockholders) and
place as may be specified in a notice of the meeting.
Section 3.11. Regular Meetings. Regular meetings of the Board of
Directors shall be held at the time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination and notice thereof has been given to
each member of the Board of Directors, no further notice shall be required for
any such regular meeting. Except as otherwise provided by law, any business may
be transacted at any regular meeting.
Section 3.12. Special Meetings. Special meetings of the Board of
Directors may, unless otherwise prescribed by law, be called from time to time
by the President, and shall be called by the President or the Secretary upon the
written request of a majority of the whole Board of Directors directed to the
President or the Secretary. Except as provided below, notice of any special
meeting of
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the Board of Directors, stating the time, place and purpose of such special
meeting, shall be given to each director.
Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any
meeting of the Board of Directors shall be deemed to be duly given to a director
(i) if mailed to such director, addressed to him at his address as it appears
upon the books of the Company or at the address last made known in writing to
the Company by such director as the address to which such notices are to be
sent, at least two days before the day on which such meeting is to be held, (ii)
if sent to him at such address by telecopier, telex or telegraph, not later than
the day before the day on which such meeting is to be held, or (iii) if
delivered to him personally or orally, by telephone or otherwise, not later than
the day before the day on which such meeting is to be held. Each such notice
shall state the time and place of the meeting and the purposes thereof.
Notice of any meeting of the Board of Directors need not be given to
any director if waived by him in writing (or by telecopier, telex or telegram
and confirmed in writing) whether before or after the holding of such meeting or
if such director is present at such meeting. Any meeting of the Board of
Directors shall be a duly constituted meeting without any notice thereof having
been given if all directors then in office shall be present thereat.
Section 3.14. Committees of Directors. The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board of
Directors, designate one or more committees, each committee to consist of one or
more of the directors of the Company.
Except as herein provided, vacancies in membership of any committee
shall be filled by the vote of a majority of the whole Board of Directors. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Members of a
committee shall hold office for such period as may be fixed by a resolution
adopted by a majority of the whole Board of Directors, subject, however, to
removal at any time by the vote of a majority of the whole Board of Directors.
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Section 3.15. Powers and Duties of Committees. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the Company and may authorize the seal of the
Company to be affixed to all papers which may require it. No such committee
shall have the power or authority with regard to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, recommending to the stockholders a dissolution of
the Company or a revocation of a dissolution or amending the Bylaws. The Board
of Directors may, in the resolution creating a committee, grant to such
committee the power and authority to declare a dividend or authorize the
issuance of stock.
Section 3.16. Compensation of Directors. The Board of Directors may
from time to time, in its discretion, fix the amounts which shall be payable to
directors and to members of any committee of the Board of Directors for
attendance at the meetings of the Board of Directors or of such committee and
for services rendered to the Company.
Section 3.17. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or such committee.
ARTICLE IV - OFFICERS
Section 4.1. Principal Officers. The principal officers of the
Company shall be elected by the Board of Directors and shall include a
President, a Secretary and a Treasurer and may, at the discretion of the Board
of Directors, also include a Chairman of the Board, one or more Vice Presidents
and a Controller. Except as otherwise provided in the Certificate of
Incorporation or these Bylaws, one person may hold the offices and perform the
duties of any two or more of said principal offices.
Section 4.2. Election of Principal Officers: Term of Office. The
principal officers of the Company shall be elected annually by the Board of
Directors at each annual meeting of the Board of Directors. Failure to elect
annually any principal officer shall not dissolve the Company.
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If the Board of Directors shall fail to fill any principal office at
an annual meeting, if any vacancy in any principal office shall occur or if any
principal office shall be newly created, such principal office may be filled at
any regular or special meeting of the Board of Directors.
Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal.
Section 4.3. Subordinate Officers. Agents and Employees. In addition
to the principal officers, the Company may have one or more Assistant
Treasurers, Assistant Secretaries, Assistant Controllers and such other
subordinate officers, agents and employees as the Board of Directors may deem
advisable, each of whom shall hold office for such period and have such
authority and perform such duties as the Board of Directors, the President or
any officer designated by the Board of Directors may from time to time
determine. The Board of Directors at any time may appoint and remove, or may
delegate to any principal officer the power to appoint and to remove, any
subordinate officer, agent or employee of the Company.
Section 4.4. Delegation of Duties of Officers. The Board of
Directors may delegate the duties and powers of any officer of the Company to
any other officer or to any director for a specified period of time for any
reason that the Board of Directors may deem sufficient.
Section 4.5. Removal of Officers. Any officer of the Company may be
removed with or without cause by resolution adopted by a majority of the
directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the directors then in office.
Section 4.6. Resignations. Any officer may resign at any time by
giving written notice of resignation to the Board of Directors, to the President
or to the Secretary. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein. Unless otherwise specified in the
notice, the acceptance of a resignation shall not be necessary to make the
resignation effective.
Section 4.7. Chairman of the Board. The Chairman of the Board, if
any, shall preside at all meetings of stockholders and of the Board of Directors
at which he is present. The Chairman of the Board shall have such other powers
and perform such other duties as may be assigned to him from time to time by the
Board of Directors.
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Section 4.8. President. The President shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors at which he is present. The President shall be the chief
executive officer of the Company and shall have general supervision over the
business of the Company. The President shall have all powers and duties usually
incident to the office of the President except as specifically limited by a
resolution of the Board of Directors. The President shall have such other powers
and perform such other duties as may be assigned to him from time to time by the
Board of Directors.
Section 4.9. Vice President. In the absence or disability of the
President or if the office of President be vacant, the Vice Presidents in the
order determined by the Board of Directors, or if no such determination has been
made in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.
Section 4.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Company and shall have supervision over the care and custody of the records
and seal of the Company. The Secretary shall be empowered to affix the corporate
seal to documents, the execution of which on behalf of the Company under its
seal is duly authorized, and when so affixed may attest the same. The Secretary
shall have all powers and duties usually incident to the office of Secretary
except as specifically limited by a resolution of the Board of Directors. The
Secretary shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or the President.
Section 4.11. Treasurer. The Treasurer shall have general
supervision over the care and custody of the funds and over the receipts and
disbursements of the Company and shall cause the funds of the Company to be
deposited in the name of the Company in such banks or other depositaries as the
Board of Directors may designate. The Treasurer
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shall have supervision over the care and safekeeping of the securities of the
Company. The Treasurer shall have all powers and duties usually incident to the
office of Treasurer except as specifically limited by a resolution of the Board
of Directors. The Treasurer shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors or
the President.
Section 4.12. Controller. The Controller shall be the chief
accounting officer of the Company and shall have supervision over the
maintenance and custody of the accounting operations of the Company, including
the keeping of accurate accounts of all receipts and disbursements and all other
financial transactions. The Controller shall have all powers and duties usually
incident to the office of Controller except as specifically limited by a
resolution of the Board of Directors. The Controller shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Board of Directors or the President.
Section 4.13. Bond. The Board of Directors shall have power, to the
extent permitted by law, to require any officer, agent or employee of the
Company to give bond for the faithful discharge of his duties in such form and
with such surety or sureties as the Board of Directors may determine.
ARTICLE V - CAPITAL STOCK
Section 5.1. Issuance of Certificates for Stock. Each stockholder of
the Company shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors certifying the number of shares of
capital stock of the Company owned by such stockholder.
Section 5.2. Signatures on Stock Certificates. Certificates for
shares of capital stock of the Company shall be signed by, or in the name of the
Company by, the Chairman of the Board, the President or a Vice President and by
the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may be issued by the Company with the same effect as if such signer were such
officer, transfer agent or registrar at the date of issue.
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Section 5.3. Stock Ledger. A record of all certificates for capital
stock issued by the Company shall be kept by the Secretary or any other officer
or employee of the Company designated by the Secretary or by any transfer clerk
or transfer agent appointed pursuant to Section 5.4 hereof. Such record shall
show the name and address of the person, firm or corporation in which
certificates for capital stock are registered, the number of shares represented
by each such certificate, the date of each such certificate and in case of
certificates which have been canceled the dates of cancellation thereof.
The Company shall be entitled to treat the holder of record of
shares of capital stock as shown on the stock ledger as the owner thereof and as
the person entitled to receive dividends thereon, to vote such shares and to
receive notice of meetings and for all other purposes. The Company shall not be
bound to recognize any equitable or other claim to or interest in any share of
capital stock on the part of any other person whether or not the Company shall
have express or other notice thereof.
Section 5.4. Regulations Relating to Transfer. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with law, the Certificate of Incorporation or these Bylaws,
concerning issuance, transfer and registration of certificates for shares of
capital stock of the Company. The Board of Directors may appoint, or authorize
any principal officer to appoint, one or more transfer clerks or one or more
transfer agents and one or more registrars and may require all certificates for
capital stock to bear the signature or signatures of any of them.
Section 5.5. Transfers. Transfers of capital stock shall be made on
the books of the Company only upon delivery to the Company or its transfer agent
of (i) a written direction of the registered holder named in the certificate or
such holder's attorney lawfully constituted in writing, (ii) the certificate for
the shares of capital stock being transferred and (iii) a written assignment of
the shares of capital stock evidenced thereby.
Section 5.6. Cancellation. Each certificate for capital stock
surrendered to the Company for exchange or transfer shall be canceled and no new
certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.
Section 5.7. Lost, Destroyed, Stolen and Mutilated Certificates. In
the event that any certificate for shares of capital stock of the Company shall
be
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mutilated, the Company shall issue a new certificate in place of such mutilated
certificate. In case any such certificate shall be lost, stolen or destroyed,
the Company may, in the discretion of the Board of Directors or a committee
designated thereby with power so to act, issue a new certificate for capital
stock in the place of any such lost, stolen or destroyed certificate. The
applicant for any substituted certificate or certificates shall surrender any
mutilated certificate or, in the case of any lost, stolen or destroyed
certificate, furnish satisfactory proof of such loss, theft or destruction of
such certificate and of the ownership thereof. The Board of Directors or such
committee may, in its discretion, require the owner of a lost, stolen or
destroyed certificate or his representatives to furnish to the Company a bond
with an acceptable surety or sureties and in such sum as will be sufficient to
indemnify the Company against any claim that may be made against it on account
of the lost, stolen or destroyed certificate or the issuance of such new
certificate. A new certificate may be issued without requiring a bond when, in
the judgment of the Board of Directors, it is proper to do so.
Section 5.8. Fixing of Record Dates. (a) The Board of Directors may
fix in advance a record date, which shall not be more than sixty nor less than
ten days before the date of any meeting of stockholders nor more than sixty days
prior to any other action, for the purpose of determining stockholders entitled
to notice of or to vote at such meeting of stockholders or any adjournment
thereof, to express consent or dissent to corporate action in writing without a
meeting or to receive payment of any dividend or other distribution or allotment
of any rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action.
(b) If no record date is fixed by the Board of Directors:
(i) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or if
notice is waived at the close of business on the day next preceding the
day on which the meeting is held;
(ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting when no
prior action by the Board of Directors is
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necessary shall be the day on which the first consent is expressed;
(iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE VI - INDEMNIFICATION
Section 6.1. General. To the fullest extent permitted by applicable
law, the Company shall indemnify, and advance Expenses (as hereinafter defined)
to, each and every person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in which such person
is or was serving at the request of the Company and who, because of any such
position or status, is directly or indirectly involved in any action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative (a "Proceeding"). "Expenses" shall include all
reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.
Section 6.2. Indemnification Insurance. The Company 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 Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such whether or not the Company would have the
power to indemnify him against such liability under applicable law.
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ARTICLE VII - MISCELLANEOUS PROVISIONS
Section 7.1. Corporate Seal. The seal of the Company shall be
circular in form with the name of the Company in the circumference and the words
and figures "Corporate Seal - 1998 Delaware" in the center. The seal may be used
by causing it to be affixed or impressed, or a facsimile thereof may be
reproduced or otherwise used in such manner as the Board of Directors may
determine.
Section 7.2. Fiscal Year. The fiscal year of the Company shall be
from the 1st day of January to the 31st day of December, inclusive, in each
year, or such other twelve consecutive months as the Board of Directors may
designate.
Section 7.3. Waiver of Notice. Whenever any notice is required to be
given under any provision of law the Certificate of Incorporation or these
Bylaws, a written waiver thereof, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.
Section 7.4. Execution of Instruments, Contracts, etc. (a) All
checks, drafts, bills of exchange, notes or other obligations or orders for the
payment of money shall be signed in the name of the Company by such officer or
officers or person or persons as the Board of Directors may from time to time
designate.
(b) Except as otherwise provided by law, the Board of Directors, any
committee given specific authority in the premises by the Board of Directors or
any committee given authority to exercise generally the powers of the Board of
Directors during the intervals between meetings of the Board of Directors may
authorize any officer, employee or agent, in the name of and on behalf of the
Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts
and other obligations or instruments, and such authority may be general or
confined to specific instances.
(c) All applications, written instruments and papers required by or
filed with any department of the United States Government or any state, county,
municipal or other governmental official or authority may if permitted by
applicable law be executed in the name of the Company by any principal officer
or subordinate officer of the Company or,
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to the extent designated for such purpose from time to time by the Board of
Directors, by an employee or agent of the Company. Such designation may contain
the power to substitute, in the discretion of the person named, one or more
other persons.
ARTICLE VIII - AMENDMENTS
Section 8.1. By Stockholders. These Bylaws may be amended, added to,
altered or repealed, or new Bylaws may be adopted, at any meeting of
stockholders by the vote of the holders of not less than a majority of the
outstanding shares of stock entitled to vote thereat, provided that, in the case
of a special meeting, notice that an amendment is to be considered and acted
upon shall be inserted in the notice or waiver of notice of said meeting.
Section 8.2. By Directors. To the extent permitted by the
Certificate of Incorporation, these Bylaws may be amended, added to, altered or
repealed, or new Bylaws may be adopted, at any regular or special meeting of the
Board of Directors.
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