Exhibit 3.23
CODE OF BY-LAWS
OF
HEYWOOD WILLIAMS, INC.
ARTICLE 1
Identification
Section 1.01. Name. The name of the Corporation is Heywood Williams, Inc.
(the "Corporation").
Section 1.02. Place of Keeping Corporate Books and Records. The Corporation
shall keep a copy of the following records at its principal office:
(1) Its Articles of Incorporation ("Articles") or restated Articles and
all amendments currently in effect.
(2) Its Code of By-Laws ("By-Laws") or restated By-Laws and all amendments
currently in effect.
(3) Resolutions adopted by its Board of Directors ("Board") with respect
to one (1) 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 action
taken by Shareholders without a meeting, for the past three (3) years.
(5) All written communications by the Corporation to Shareholders within
the past three (3) years, including the financial statements furnished
for the past three (3) years.
(6) A list of the names and business addresses of its current Directors
and Officers.
(7) Its most recent annual report delivered to the Secretary of State.
The Corporation shall also maintain and keep at its principal office, or at
any other place that the Board directs, the following records:
(1) Minutes of all meetings of its Shareholders and Board, a record of all
actions taken by the Shareholders or Board without a meeting, and a
record of all actions taken by a committee of the Board in place of
the Board on behalf of the Corporation.
(2) Appropriate accounting records.
(3) A record of its Shareholders, in a form that permits preparation of a
list of the names and addresses of all Shareholders, in alphabetical
order by class of shares showing the number of shares held by each.
All of the records described in this section shall be maintained in written form
or in another form capable of conversion into written form within a reasonable
time.
Section 1.03. Seal. The Board may designate the design and cause the
Corporation to obtain and use a corporate seal, but the failure of the Board to
designate a seal or the absence of the impression of the seal from any document
shall not affect in any way the validity or effect of the document.
Section 1.04. Fiscal Year. The fiscal year of the Corporation shall end at
the time determined by the Board. If the Board does not make a determination,
the fiscal year of the Corporation shall be the fiscal year adopted in the first
federal income tax return of the Corporation.
Section 1.05. Annual Financial Statements to Shareholders. On written
request of any Shareholder, the Corporation shall prepare and mail to the
Shareholder annual financial statements, which may be consolidated or combined
statements of the Corporation and one (1) or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year most
recently completed, an income statement for that year, and a statement of
changes in Shareholders' equity for that 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 must also be prepared on that basis. If the annual
financial statements are reported upon by a public accountant, the public
accountant's 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 the person's 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.
ARTICLE 2
Shares
Section 2.01. Certificates for Shares. Each holder of the Common Stock of
the Corporation shall be entitled to a certificate in the form prescribed by the
Board from time to time, signed by the Chairman or Deputy Chairman or President
or the Vice-President, and the Secretary or Treasurer (or Assistant Secretary or
Assistant Treasurer, if any) of the Corporation, or by the sole officer if the
Corporation has only one officer.
Section 2.02. Transfer of Shares. The Common Stock of the Corporation shall
be transferable only on the books of the Corporation upon surrender of the
certificate or certificates
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representing the same. The certificate or certificates (or an instrument of
transfer or assignment satisfactory to the Corporation and delivered to the
Corporation) must be properly endorsed by the registered holder or by his duly
authorized attorney, with the endorsement or endorsements witnessed by one
witness or guaranteed by a bank or registered securities broker or dealer. The
requirement for a witness or guarantee may be waived in writing upon the form of
endorsement by the President of the Corporation.
Section 2.03. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares of Common Stock in the place of any
certificate alleged to have been lost, stolen or destroyed, but the Board may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to furnish an affidavit as to the loss, theft or destruction and
to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of the certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is not imprudent to do
so.
Section 2.04. Shares Issued for Notes or Future Services. If the
Corporation authorizes the issuance of shares for promissory notes or for
promises to render services in the future, the Corporation shall report in
writing to the Shareholders the number of shares authorized to be so issued with
or before the notice of the next Shareholders' meeting.
ARTICLE 3
Meetings of Shareholders
Section 3.01. Place of Meetings. All meetings of Shareholders of the
Corporation shall be held at the principal office of the Corporation or at any
other place, within or without the State of Indiana, as may be specified in the
notices or waivers of notice of the meeting.
Section 3.02. Annual Meeting. Unless otherwise determined by the Board, the
annual meeting of the Shareholders for the election of Directors, and for the
transaction of other business which may properly come before the meeting, shall
be held at 2:00 p.m. on the third (3rd) Thursday of the third (3rd) month
following the close of each fiscal year, if not a legal holiday, and if a
holiday then on the first following day that is not a legal holiday. Failure to
hold the annual meeting at the designated time shall not work any forfeiture or
a dissolution of the Corporation.
Section 3.03. Special Meetings. Special meetings of the Shareholders may be
called by the Chairman or by the Deputy Chairman or by the President or by the
Board, and shall be called by the President if Shareholders holding of record
not less than one-fourth (1/4) of all the shares of Stock outstanding and
entitled to vote on the business proposed to be transacted sign, date and
deliver to the Secretary of the Corporation one or more written demands for the
meeting. Any request or demand for a special meeting of the Shareholders shall
state the purpose or purposes of the proposed meeting.
Section 3.04. Record Date. The Board of Directors may fix a record date,
not exceeding seventy (70) days prior to the date of any meeting of
Shareholders, for the purpose of
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determining the Shareholders entitled to notice of and to vote at the meeting.
In the absence of action by the Board fixing a record date, the record date
shall be the fourteenth (14th) day prior to the date of the meeting.
Section 3.05. Notice of Meetings. A notice stating the place, day and hour
of the meeting, and, in the case of a special meeting or when otherwise required
by any provision of the Indiana Business Corporation Law (the "Act"), the
Articles or the By-Laws, the purpose or purposes for which the meeting is
called, shall be delivered or mailed to each holder of Stock of the Corporation
entitled to vote or otherwise entitled to notice under the Act, at the address
which appears on the records of the Corporation, or shall be given orally in
person or by telephone, at least ten (10) days but not more than sixty (60) days
before the date of the meeting.
Section 3.06. Waiver of Notice. Notice of any meeting may be waived before
or after the date and time stated in the notice in writing by any Shareholder if
the waiver is delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Attendance at any meeting in person or by
proxy waives objection to lack of notice or defective notice of the meeting
unless the Shareholder (or his proxy) at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, and waives objection
to consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the Shareholder (or
his proxy) objects to considering the matter when it is presented.
Section 3.07. Proxies. A Shareholder entitled to vote at any meeting of
Shareholders may vote either in person or by proxy appointed in a writing signed
by the Shareholder or a duly authorized attorney-in-fact of such Shareholder. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. The general proxy of a fiduciary
shall be given the same effect as the general proxy of any other Shareholder. No
appointment of a proxy shall be valid after eleven (11) months from the date of
its execution unless it expressly provides a longer time.
Section 3.08. Quorum. At any meeting of Shareholders, the holders of a
majority of the outstanding shares which may be voted on the business to be
transacted at the meeting, represented at the meeting in person or by proxy,
shall constitute a quorum, and action on a matter, except election of Directors,
is approved if votes cast favoring the action exceed the votes cast opposing the
action, unless a greater number is required by law, the Articles or the By-Laws.
Directors shall be 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. If a
quorum is not present at any meeting, the holders of record of a majority of
shares present in person or by proxy may adjourn the meeting from time to time,
without notice, other than announcement at the meeting, until a quorum shall be
present or represented, unless the Board fixes a new record date, which it must
do if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date fixed for the original meeting. At any adjourned meeting at which
a quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally scheduled.
Section 3.09. Voting Lists. The Secretary of the Corporation shall make a
complete list of the Shareholders entitled to notice of each meeting, arranged
in alphabetical order by voting
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group (and within each voting group by class or series of shares), with the
address and number of shares held by each, which list shall be on file at the
principal office of the Corporation, or at a place identified in the meeting
notice in the city where the meeting will be held, and subject to inspection by
any Shareholder on written demand at any time during regular business hours for
a period of five (5) days before the meeting. The list shall be produced at the
meeting and subject to inspection by any Shareholder during the meeting. The
original stock register or transfer book, or a duplicate kept in the State of
Indiana, shall be the only evidence as to who are the Shareholders entitled to
examine the list, or to notice of or to vote at any meeting of the Shareholders.
Section 3.10. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Shareholders may be taken without a meeting if
one or more consents in writing setting forth the action taken are signed by all
the Shareholders entitled to vote on the action, and the written consents are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken under this section is effective when the last
Shareholder signs the consent, unless the consent specifies a different prior or
subsequent effective date.
Section 3.11. Meeting By Telephone, Etc. Any or all Shareholders may
participate in any meeting of Shareholders by, or through the use of, any means
of communication by which all Shareholders participating may simultaneously hear
each other during the meeting. A Shareholder so participating is deemed to be
present in person.
ARTICLE 4
Board of Directors
Section 4.01. Duties and Number. The business and affairs of the
Corporation shall be managed under the direction of a Board consisting of not
fewer than one (1) nor more than seven (7) members. The actual number of
Directors may be fixed or changed, from time to time, within the maximum and
minimum, by the Board. In the absence of a resolution by the Board fixing or
changing the number of Directors, the number shall be the number of Directors on
the initial Board.
Section 4.02. Election, Term of Office and Qualification. Directors shall
be elected at each annual meeting of the Shareholders by a plurality of the
votes cast by the holder of the Stock entitled by the Articles to elect
Directors. Directors shall be elected for a term of one year and shall hold
office until their respective successors are elected and qualified. Directors
need not be Shareholders of the Corporation. No decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director.
Section 4.03. Powers of Directors. The Board shall exercise all the powers
of the Corporation, subject to the restrictions imposed by law, the Articles or
the By-Laws.
Section 4.04. Annual Meeting. Unless otherwise determined by the Chairman,
Deputy Chairman, President or the Board, the Board shall meet each year
immediately after the annual meeting of the Shareholders, at the place where the
meeting of the Shareholders was held for the purpose of electing Officers and
considering any other business that may properly be brought
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before the meeting. No notice shall be necessary for the holding of this annual
meeting. If the annual meeting is not held as above provided, the election of
Officers may be held at any subsequent duly constituted meeting of the Board.
Section 4.05. Other Meetings. Regular meetings of the Board may be held,
without notice, at the time as may from time to time be fixed by resolution of
the Board. Special meetings of the Board may be called at any time by the
Chairman, Deputy Chairman or President, and shall be called on the written
request of any member of the Board. Special meetings may be held at any place
within or without the State of Indiana. Notice of a special meeting shall be
sent to each Director at his residence or usual place of business by letter sent
by first class, certified, or registered United States mail, postage prepaid, or
private carrier service, fees prepaid or billed to sender, or by telegram,
telegraph, teletype, or other form of wire or wireless communication, and shall
be effective if received on or before the second (2nd) day preceding the day of
the meeting or five (5) days after mailing; or may be personally delivered or
given orally to a Director in person or by telephone at any time on or before
the second (2nd) day preceding the day of the meeting. A Director may waive any
required notice before or after the date and time stated in the notice. Except
as provided in 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. A Director's attendance at or participation in a meeting waives any
required notice to the Director of the meeting unless the Director at the
beginning of the meeting or promptly upon the Director's arrival objects to
holding the meeting or transacting business at the meeting and does not vote for
or assent to action taken at the meeting.
Section 4.06. Meeting by Telephone, etc. Any or all of the members of the
Board or of any committee designated by the Board may participate in a meeting
of the Board or the committee by means of conference telephone or similar
communications equipment by which all Directors participating may simultaneously
hear each other during the meeting, and participation by these means constitutes
presence in person at the meeting.
Section 4.07. Quorum. A majority of the number of Directors designated for
a full Board shall be necessary to constitute a quorum for transacting any
business except filling vacancies, and the act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
unless the act of a greater number is required by law, the Articles or the
By-Laws.
Section 4.08. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board or of any committee of the Board may be
taken without a meeting if one or more written consents setting forth the action
taken are signed by all members of the Board or of the committee, as the case
may be, and the written consents are included in the minutes of proceedings of
the Board or committee or filed with the corporate records. Action taken in this
manner is effective when the last director signs the consent unless the consent
specifies a different prior or subsequent effective date.
Section 4.09. Resignations. Any Director may resign at any time by giving
written notice to the Board, the Chairman, Deputy Chairman, President or the
Secretary. Such resignation shall take effect when delivered unless the notice
specifies a later effective date, and
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unless otherwise specified in the resignation, the acceptance of the resignation
shall not be necessary to make it effective.
Section 4.10. Removal. Any Director may be removed, either with or without
cause, at any meeting of the Shareholders called for that purpose if the meeting
notice states that the purpose or one of the purposes of the meeting is removal
of the Director and if the number of votes cast to remove the Director exceeds
the number of votes cast not to remove the Director. If the notice so provides,
the vacancy caused by the removal may be filled at the meeting by vote of the
holders of a majority of the outstanding shares present and entitled to vote for
the election of Directors.
Section 4.11. Vacancies. Any vacancy occurring in the Board, caused by
removal, resignation, death or other incapacity, or increase in the number of
Directors, may be filled by the Shareholders or by the Board, or, if the
Directors remaining in office constitute fewer than a quorum of the Board, they
may fill the vacancy by a majority vote of the remaining members of the Board,
until the next annual meeting of the Shareholders, or until the earlier removal,
resignation, death or other incapacity of the Director. Shareholders shall be
notified of any increase in the number of Directors and of the name, address,
and principal occupation of any Director elected by the Board to fill any
vacancy in the next mailing sent to the Shareholders following any such increase
or election. If the vote of the remaining members of the Board results in a tie,
the vacancy shall be filled by vote of the Shareholders at a special meeting
called for the purpose.
Section 4.12. Compensation of Directors. The Board is authorized to fix the
compensation of Directors for attendance at meetings of the Board and additional
compensation for additional services which any Director may perform for the
Corporation.
ARTICLE 5
Committees of the Board
Section 5.01. Designation of Committees. The Board, by resolution adopted
by the greater of a majority of the actual number of Directors elected and
qualified or the number of Directors required to take action under Section 4.07
of these By-Laws, may designate two (2) or more of its number to constitute one
or more committees, and may, at any time, increase or decrease the number of
members of any committee, fill vacancies, change any member, and change the
functions or terminate the existence of any committee.
Section 5.02. Powers of Committees. During the intervals between meetings
of the Board, and subject to any limitations required by law or by resolution of
the Board, each committee shall have and may exercise all of the authority of
the Board, except that a committee shall not have authority to (i) authorize
distributions, except that a committee (or an executive officer of the
Corporation designated by the Board) may authorize or approve a reacquisition of
shares or other distribution if done according to a formula or method, or within
a range, prescribed by the Board; (ii) approve or propose to the Shareholders
action that by law is required to be approved by the Shareholders; (iii) fill
vacancies on the Board or on any of its committees; (iv) except to the extent
permitted by subsection (vii) below, amend the Articles when no Shareholder
action is required by law; (v) adopt, amend, or repeal By-Laws; (vi)
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approve a plan of merger not requiring Shareholder approval; or (vii) authorize
or approve the issuance or sale or a contract for sale of shares, or determine
the designation and relative rights, preferences, and limitations of a class or
series of shares, except the Board may authorize a committee (or an executive
officer of the Corporation designated by the Board) to take the action described
in this subsection within limits prescribed by the Board.
Section 5.03. Meetings; Procedure; Quorum. The provisions of these By-Laws
and those required by law applicable to the Board respecting meetings, action
without meetings, notice and waiver of notice, and quorum and voting
requirements apply to the committees and their members as well. The members of
any committee shall act only as a committee, and the individual members shall
have no power as such. All minutes of meetings of committees shall be submitted
to the next succeeding meeting of the Board for approval; but failure to submit
the minutes or to receive approval shall not invalidate any action taken by the
Corporation upon authorization by a committee.
ARTICLE 6
Officers
Section 6.01. Number and Qualifications. The Officers of the Corporation
shall consist of the, Chairman, the Deputy Chairman, the President, one (1) or
more Vice-Presidents (if any), the Secretary, the Treasurer, and any other
officers chosen by the Board at the times, in the manner and for the terms
prescribed by the Board. Any two (2) or more offices may be held by the same
person.
Section 6.02. Election and Term of Office. The Officers shall be chosen
annually by the Board, except that Assistant Officers may be designated as
provided in Section 6.12 of these By-Laws. Each Officer shall hold office until
his successor is chosen and qualified, or until his death, or until he resigns
or is removed in the manner provided in these By-Laws.
Section 6.03. Resignations. Any Officer may resign at any time by giving
written notice to the Board, the President or the Secretary. A resignation shall
take effect when the notice is delivered unless the notice specifies a later
effective date. Unless the notice specifies otherwise, the acceptance of a
resignation shall not be necessary to make it effective.
Section 6.04. Removal. Any Officer may be removed either with or without
cause, at any time, by the Board or, in the case of an Assistant Officer, by the
Officer who appointed that Assistant Officer.
Section 6.05. Vacancies. Whenever a vacancy occurs in any office by reason
of death, resignation, removal, increase in the number of offices of the
Corporation, or otherwise, it shall be filled by the Board, and the Officer so
chosen shall hold office during the remainder of the term for which his
predecessor was chosen or as otherwise provided in these By-Laws. Assistant
Officers may be designated to fill vacancies by the Board or by the Chairman,
Deputy Chairman or President, or by the Officer in the office served by the
Assistant Officer.
Section 6.06. Chairman. Subject to the general control of the Board, the
Chairman shall oversee the management and business of the Corporation and shall
discharge the usual functions of a Chairman of a corporation. The Chairman shall
preside at all meetings of the Shareholders
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and Directors, discharge all the direction which devolve upon a presiding
officer, and perform such other duties as the Bylaws or Board may prescribe.
Section 6.07. Deputy Chairman. The Deputy Chairman shall have all the
powers of, and perform all the duties incumbent upon, the Chairman during the
Chairman's absence or disability and shall have any additional powers and duties
which the Bylaws or the Chairman may prescribe.
Section 6.08. President. Subject to the general control of the Board, the
President shall manage and supervise all the affairs and personnel of the
Corporation and shall discharge all the usual functions of the chief executive
officer of a corporation. In the absence of the Chairman and Deputy Chairman, he
shall preside at all meetings of Shareholders and Directors, discharge all the
duties which devolve upon a presiding officer, and perform such other duties as
the By-Laws or the Board may prescribe. The President shall have full authority
to execute proxies in behalf of the Corporation, to vote stock owned by it in
any other corporation, and to execute, with the Secretary, powers of attorney
appointing other corporations, partnerships, or individuals the agent of the
Corporation, all subject to the provisions of the Act, the Articles and the
By-Laws.
Section 6.09. Vice-Presidents. The Vice-Presidents, in the order designated
by the President or the Board, shall have all powers of, and perform all duties
incumbent upon, the President during his absence or disability and shall have
any additional powers and duties which the By-Laws, the Board or the President
may prescribe.
Section 6.10. Secretary. The Secretary shall authenticate records of the
Corporation, attend all meetings of the Shareholders and of the Board, keep or
cause to be kept a true and complete record of the proceedings of Directors' and
Shareholders' meetings, perform a like duty, when required, for all committees
appointed by the Board, and perform any other duties which the By-Laws, the
Board or the President may prescribe. He shall give all notices of the
Corporation; however, in case of his absence, negligence or refusal so to do,
any notice may be given by a person directed by the President or by the
requisite number of Directors or Shareholders upon whose request the meeting is
called.
Section 6.11. Treasurer. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables which may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in a reliable bank or other depository to be
designated by the Board, and shall keep the account in the name of the
Corporation. He shall furnish at meetings of the Board, or whenever requested, a
statement of the financial condition of the Corporation, and shall perform the
other duties which the By-Laws, the Board or the President may prescribe. The
Treasurer may be required to furnish bond in an amount determined by the Board.
Section 6.12. Assistant Officers. The Board or any Officer may from time to
time designate and elect Assistant Officers who shall have the powers and duties
as the Officers whom they are elected to assist shall specify and delegate to
them, and any other powers and duties which the By-Laws, the Board or the
Chairman, Deputy Chairman, President may
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prescribe. An Assistant Secretary may, in the absence or disability of the
Secretary, attest the execution of all documents by the Corporation.
Section 6.13. Delegation of Authority. In case of the absence of any
Officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may temporarily delegate the powers or duties of the
Officer to any other Officer or Assistant Officer or to any Director.
ARTICLE 7
Special Corporate Acts, Negotiable Instruments, Deeds, Contracts and Stock
Section 7.01. Execution of Negotiable Instruments. All checks, drafts,
bills of exchange and orders for the payment of money of the Corporation shall,
unless otherwise directed by the Board, or unless otherwise required by law, be
signed by any two (2) of the following officers: Chairman, Deputy Chairman,
President, Vice-President, Secretary or Treasurer. The Board may, however,
authorize any one or more of these officers to sign checks, drafts, bills of
exchange and orders for the payment of money by the Corporation singly and
without necessity of countersignature; and the Board may designate any employee
or employees of the Corporation, in addition to those named above, who may, in
the name of the Corporation, execute checks, drafts, bills of exchange and
orders for the payment of money by the Corporation or in its behalf.
Section 7.02. Execution of Deeds, Contracts, Etc. All deeds, notes, bonds
and mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party shall be executed in its
name by any of the Chairman, Deputy Chairman, President, the Vice-President or
by any other Officer so authorized by the Board, acting by resolution; and the
Secretary, when necessary or required, shall attest the execution thereof.
Section 7.03. Ordinary Contracts and Agreements. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operations shall be executed by any Officer of the Corporation or by any other
employee of the Corporation designated by the President to execute such
contracts and agreements.
Section 7.04. Endorsement of Certificates for Shares. Unless otherwise
directed by the Board, any share or shares issued by any corporation and owned
by the Corporation (including reacquired shares of the Corporation) may, for
sale or transfer, be endorsed in the name of the Corporation by the President or
the Vice-President, duly attested by the Secretary.
Section 7.05. Voting of Shares Owned by Corporation. Unless otherwise
directed by the Board or limited by law, any share or shares issued by any other
corporation and owned or controlled by the Corporation may be voted at any
shareholders' meeting of the other corporation by any one of the Chairman,
Deputy Chairman or President of the Corporation if he be present, or in his
absence by the Vice-President of the Corporation. Whenever, in the judgment of
the Chairman, Deputy Chairman or President, it is desirable for the Corporation
to execute a proxy or give a shareholders' consent in respect to any share or
shares issued by any other corporation and owned by the Corporation, the proxy
or consent shall be executed in the name of the Corporation by any one of the
Chairman, Deputy Chairman or President or the Vice-President of
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the Corporation. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have full right, power and
authority to vote the share or shares issued by the other corporation and owned
by the Corporation in the same manner as the share or shares might be voted by
the Corporation.
ARTICLE 8
Amendments
Section 8.01. Amendment of By-Laws. These By-Laws may be amended, altered
or revoked at any meeting of the Directors by the affirmative vote of a majority
of the Directors.
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