EXHIBIT 3.70
BYLAWS
OF
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
(A DELAWARE CORPORATION)
INDEX
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PAGE
NUMBER
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ARTICLE ONE OFFICES.....................................................1
Section 1. Registered Office............................................1
Section 2. Other Offices................................................1
ARTICLE TWO MEETINGS OF STOCKHOLDERS....................................1
Section 1. Place .......................................................1
Section 2. Time of Annual Meeting.......................................1
Section 3. Call of Special Meetings.....................................1
Section 4. Conduct of Meetings..........................................1
Section 5. Notice and Waiver of Notice..................................2
Section 6. Business of Special Meeting..................................2
Section 7. Quorum ......................................................2
Section 8. Required Vote................................................2
Section 9. Voting of Shares.............................................3
Section 10. Proxies......................................................3
Section 11. Stockholder List.............................................3
Section 12. Action Without Meeting.......................................3
Section 13. Fixing Record Date...........................................3
Section 14. Inspectors and Judges........................................4
ARTICLE THREE DIRECTORS...................................................4
Section 1. Number, Election and Term....................................4
Section 2. Vacancies....................................................5
Section 3. Powers.......................................................5
Section 4. Place of Meetings............................................5
Section 5. Annual Meeting...............................................5
Section 6. Regular Meetings.............................................5
Section 7. Special Meetings and Notice..................................5
Section 8. Quorum and Required Vote.....................................6
Section 9. Action Without Meeting.......................................6
Section 10. Telephone Meetings...........................................6
Section 11. Committees...................................................6
Section 12. Compensation of Directors....................................7
Section 13. Chairman of the Board........................................7
ARTICLE FOUR OFFICERS....................................................7
Section 1. Positions....................................................7
Section 2. Election of Specified Officers by Board......................7
Section 3. Election or Appointment of Other Officers....................7
Section 4. Salaries.....................................................7
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<Table>
Section 5. Term.........................................................7
Section 6. President....................................................8
Section 7. Vice Presidents..............................................8
Section 8. Secretary....................................................8
Section 9. Treasurer....................................................8
ARTICLE FIVE CERTIFICATES FOR SHARES.....................................9
Section 1. Issue of Certificates........................................9
Section 2. Legends for Preferences and Restrictions on Transfer.........9
Section 3. Facsimile Signatures........................................10
Section 4. Lost Certificates...........................................10
Section 5. Transfer of Shares..........................................10
Section 6. Registered Stockholders.....................................10
ARTICLE SIX GENERAL PROVISIONS.........................................11
Section 1. Dividends...................................................11
Section 2. Reserves....................................................11
Section 3. Checks......................................................11
Section 4. Fiscal Year.................................................11
Section 5. Seal........................................................11
ARTICLE SEVEN AMENDMENTS OF BYLAWS.......................................11
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RAMSAY YOUTH SERVICES OF GEORGIA, INC.
BYLAWS
ARTICLE ONE
OFFICES
Section 1. Registered Office. The registered office of RAMSAY YOUTH
SERVICES OF GEORGIA, INC., a Delaware corporation (the "Corporation"), shall be
located in the City of Wilmington, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices
at such other places, either within or without the State of Delaware, as the
Board of Directors of the Corporation (the "Board of Directors") may from time
to time determine or as the business of the Corporation may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 1. Place. All annual meetings of stockholders shall be
held at such place, within or without the State of Delaware, as may be
designated by the Board of Directors and stated in the notice of the meeting or
in a duly executed waiver of notice thereof. Special meetings of stockholders
may be held at such place, within or without the State of Delaware, and at such
time as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Time of Annual Meeting. Annual meetings of
stockholders shall be held on such date and at such time fixed, from time to
time, by the Board of Directors, provided, that there shall be an annual meeting
held every calendar year at which the stockholders shall elect a board of
directors and transact such other business as may properly be brought before the
meeting.
Section 3. Call of Special Meetings. Special meetings of the
stockholders may be called by the President, the Board of Directors or by the
Secretary on the written request of the holders of not less than a majority of
all shares entitled to vote at the meeting.
Section 4. Conduct of Meetings. The Chairman of the Board (or in
his absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of stockholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.
Section 5. Notice and Waiver of Notice. Written or printed
notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) nor more than sixty (60) days before the day
of the meeting, either personally or by first-class mail, by or at the direction
of the President, the Secretary, or the officer or person calling the meeting,
to each stockholder of record entitled to vote at such meeting. If the notice is
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the stockholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid. If a
meeting is adjourned to another time and/or place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting or if the
adjournment is for more than 30 days. Notice need not be given to any
stockholder who submits a written waiver of notice by him before or after the
time stated therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when a stockholder 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice.
Section 6. Business of Special Meeting. Business transacted at
any special meeting shall be confined to the purposes stated in the notice
thereof.
Section 7. Quorum. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at meetings of stockholders except as otherwise provided in the Corporation's
certificate of incorporation (the "Certificate of Incorporation"). If, however,
a quorum shall not be present or represented at any meeting of the stockholders,
the stockholders present in person or represented by proxy shall have the power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified and called. The stockholders present at a duly organized
meeting may continue to transact business notwithstanding the withdrawal of some
stockholders prior to adjournment, but in no event shall a quorum consist of the
holders of less than one-third (1/3) of the shares entitled to vote and thus
represented at such meeting.
Section 8. Required Vote. The vote of the holders of a majority
of the shares entitled to Vote and represented at a meeting at which a quorum is
present shall be the act of the Corporation's stockholders, unless the vote of a
greater number is required by law, the Certificate of Incorporation, or these
Bylaws.
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Section 9. Voting of Shares. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of stockholders, except to the extent that the voting rights of the
shares of any class are limited or denied by the Certificate of Incorporation or
the General Corporation Law of Delaware.
Section 10. Proxies. A stockholder may vote in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be voted or acted upon after three (3) years
from the date of its execution unless otherwise provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be irrevocable,
and unless otherwise made irrevocable by law.
Section 11. Stockholder List. The officer or agent having charge
of the Corporation's stock transfer books shall make, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of, and the number and class and series, if
any, of shares held by each. Such list, for a period of ten (10) days prior to
such meeting, shall be subject to inspection by any stockholder at any time
during the usual business hours at the place where the meeting is to be held.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such list or
transfer book or to vote at any such meeting of stockholders.
Section 12. Action Without Meeting. Any action required by the
statutes to be taken at a meeting of stockholders, or any action that may be
taken at a meeting of the stockholders, may be taken without a meeting or notice
if a consent, or consents, in writing, setting forth the action so taken, shall
be signed by the holders of 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 with
respect to the subject matter thereof, and such consent shall be delivered to
the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation, having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or certified mail, return
receipt requested. Such consent shall have the same force and effect as a vote
of stockholders taken at such a meeting.
Section 13. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of
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stockholders, such date in any case to be not more than sixty (60) days, and, in
case of a meeting of stockholders, not less than ten (10) days, prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolutions of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof, except
where the Board of Directors fixes a new record date for the adjourned meeting.
Section 14. Inspectors and Judges. The Board of Directors in
advance of any meeting may, but need not, appoint one or more inspectors of
election or judges of the vote, as the case may be, to act at the meeting or any
adjournment thereof. If any inspector or inspectors, or judge or judges, are not
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors or judges. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by the
Board of Directors in advance of the meeting, or at the meeting by the person
presiding thereat. The inspectors or judges, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.
ARTICLE THREE
DIRECTORS
Section 1. Number, Election and Term. The number of directors of
the Corporation shall be fixed from time to time, within the limits specified by
the Certificate of Incorporation, by resolution of the Board of Directors;
provided, however, no directors term shall be shortened by reason of a
resolution reducing the number of directors. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office for the term for which he
is elected and until his successor is elected and qualified. Directors need not
be residents of the State of Delaware, stockholders of the Corporation or
citizens of the United States. Unless provided
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otherwise by law, any director may be removed at any time, with or without
cause, at a special meeting of the stockholders called for that purpose.
Section 2. Vacancies. A director may resign at any time by
giving written notice to the Board of Directors or the Chairman of the Board,
Such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
vacancy occurring in the Board of Directors and any directorship to be filled by
reason of an increase in the size of the Board of Directors shall be filled by
the affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors, or may be filled by an election at an annual
or special meeting of the stockholders called for that purpose, A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, or until the next election of one or more directors by
stockholders if the vacancy is caused by an increase in the number of directors.
Section 3. Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these Bylaws directed or required
to be exercised and done by the stockholders.
Section 4. Place of Meetings. Meetings of the Board of
Directors, regular or special, may be held either within or without the State of
Delaware.
Section 5. Annual Meeting. The first meeting of each newly
elected Board of Directors shall be held, without call or notice, immediately
following each annual meeting of stockholders.
Section 6. Regular Meetings. Regular meetings of the Board of
Directors may also be held without notice at such time and at such place as
shall from time to time be determined by the Board of Directors.
Section 7. Special Meetings and Notice. Special meetings of the
Board of Directors may be called by the President and shall be called by the
Secretary on the written request of any two directors. Written notice of special
meetings of the Board of Directors shall be given to each director at least
twenty-four (24) hours before the meeting. Except as required by statute,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting. Notices to directors shall be in writing and
delivered personally or mailed to the directors at their addresses appearing on
the books of the Corporation. Notice by mail shall be deemed to be given at the
time when the same shall be received. Notice to directors may also be given by
telegram, and shall be deemed delivered when the same shall be deposited at a
telegraph office for transmission and all appropriate fees therefor have been
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paid. Whenever any notice is required to be given to any director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 8. Quorum and Required Vote. A majority of the directors
shall constitute a quorum for the transaction of business 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 of Directors, unless a greater number is required
by the Certificate of Incorporation, If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present At such adjourned meeting at which a
quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.
Section 9. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action taken, is signed by all of the members of the Board of Directors or
the committee, as the case may be, and such consent shall have the same force
and effect as a unanimous vote at a meeting.
Section 10. Telephone Meetings. Directors and committee members
may participate in and hold a meeting by means of conference telephone or
similar communication equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meetings shall
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground the meeting is not lawfully called or convened.
Section 11. Committees. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate from among
its members an executive committee and one or more other committees, each of
which, to the extent provided in such resolution, shall have and may exercise
all of the authority of the Board of Directors in the business and affairs of
the Corporation except where the action of the full Board of Directors is
required by statute. Vacancies in the membership of a committee shall be filled
by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the Board of Directors when required. The designation of
any such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.
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Section 12. Compensation of Directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
Section 13. Chairman of the Board. The Board of Directors may, in
its discretion, choose a chairman of the board who shall preside at meetings of
the stockholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.
ARTICLE FOUR
OFFICERS
Section 1. Positions. The officers of the Corporation shall
consist of a President, one or more Vice Presidents, a Secretary and a
Treasurer, and, if elected by the Board of Directors by resolution, a Chairman
of the Board. Any two or more offices may be held by the same person.
Section 2. Election of Specified Officers by Board. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
elect a President, one or more Vice Presidents, a Secretary and a Treasurer.
Section 3. Election or Appointment of Other Officers. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the President of the Corporation. The Board of Directors
shall be advised of appointments by the President at or before the next
scheduled Board of Directors meeting.
Section 4. Salaries. The salaries of all officers of the
Corporation to be elected by the Board of Directors pursuant to Article Four,
Section 2 hereof shall be fixed from time to time by the Board of Directors or
pursuant to its discretion. The salaries of all other elected or appointed
officers of the Corporation shall be fixed from time to time by the President of
the Corporation or pursuant to his direction.
Section 5. Term. The officers of the Corporation shall-hold
office until their successors are chosen and qualified. Any officer or agent
elected or appointed by the
7
Board of Directors or the President of the Corporation may be removed, with or
without cause, by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officers or agents appointed by the President of the Corporation pursuant to
Section 3 of this Article Four may also be removed from such officer positions
by the President, with or without cause. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors, or, in the case of an officer appointed by the President
of the Corporation, by the President or the Board of Directors.
Section 6. President. The President shall be the Chief Executive
Officer of the Corporation, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of the Chairman of
the Board or in the event the Board of Directors shall not have designated a
chairman of the board, the President shall preside at meetings of the
stockholders and the Board of Directors.
Section 7. Vice Presidents. The Vice Presidents in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.
Section 8. Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it.
Section 9. Treasurer. The Treasurer shall have the custody of
corporate funds and securities and shall keep foil and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors, He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors at its regular meetings or
when the Board of Directors so requires an
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account of all his transactions as treasurer and of the financial condition of
the Corporation.
ARTICLE FIVE
CERTIFICATES FOR SHARES
Section 1. Issue of Certificates. The shares of the Corporation
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation, Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by, or in the name of the Corporation
by the chairman or vice-chairman of the Board of Directors, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.
Section 2. Legends for Preferences and Restrictions on Transfer.
If the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
A written restriction on the transfer or registration of transfer of a
security of the Corporation, if permitted by law and noted conspicuously on the
certificate representing the security may be enforced against the holder of the
restricted security or any successor or transferee of the holder including an
executor, administrator, trustee, guardian or other fiduciary entrusted with
like responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing the security, a restriction, even
though permitted by law, is ineffective except against a person with actual
knowledge of the restriction. If the Corporation issues any shares that are not
registered under the Securities Act of 1933, as amended, and registered or
qualified under the applicable state
9
securities laws, the transfer of any such shares shall be restricted
substantially in accordance with the following legend:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S
EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL
(SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."
Section 3. Facsimile Signatures. Any and all 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 such
certificate shall have ceased to be. such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of the issue.
Section 4. Lost Certificates. The Corporation may issue a new
certificate of stock in place of any certificate therefore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen, or destroyed certificate, or his legal representative
to give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
Section 5. Transfer of Shares. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 6. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive rights of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares oft the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.
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ARTICLE SIX
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to
time declare, and the Corporation may pay, dividends on its outstanding shares
in cash, property, or its own shares pursuant to law and subject to the
provisions of the Certificate of Incorporation.
Section 2. Reserves. The Board of Directors may by resolution
create a reserve or reserves out of earned surplus for any proper purpose or
purposes, and may abolish any such reserve in the same manner.
Section 3. Checks. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall
end on December 31 of each year, unless otherwise fixed by resolution of the
Board of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon
the name and state of incorporation of the Corporation, The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced,
ARTICLE SEVEN
AMENDMENTS OF BYLAWS
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.
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