EXHIBIT 3(ii)
BY-LAWS OF
ORIENTAL FINANCIAL GROUP INC.
ARTICLE I.
STOCKHOLDERS
SECTION 1. Place of Meetings. All annual and special meetings of
stockholders shall be held at the principal office of the Corporation or at
such other place as the Board of Directors may determine.
SECTION 2. Annual Meeting. A meeting of the stockholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually within 120 days after the
end of the Corporation's fiscal year at such date and time within such 120-day
period as the Board of Directors may determine. Notwithstanding the aforesaid,
the meeting may be held after such 120-day period in the event of extraordinary
or special circumstances out of the control of the Corporation.
SECTION 3. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the President or by the
Board of Directors, and shall be called by the Chairman of the Board, the
President or the Secretary upon the written request of the holders of not less
than twenty percent (20%) of the paid-in capital of the Corporation entitled to
vote at the meeting. The written request specified above shall state the
purpose or purposes of the meeting and shall be delivered at the principal
office of the Corporation addressed to the Chairman of the Board, the President
or the Secretary.
SECTION 4. Conduct of Meetings. The Board of Directors shall
designate, when present, either the Chairman of the Board or President to
preside at stockholders meetings.
SECTION 5. Notice of Meetings. Notice of all meetings of stockholders
shall be mailed to each stockholder of the Corporation at least ten (10) days,
but not more than sixty (60) days, prior to the date for each such meeting.
SECTION 6. Fixing of 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
-2-
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than
sixty (60) days nor less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be
taken. When a determination of stockholders entitled to vote at any meeting of
stock holders has been made as provided in this Section 6, such determination
shall apply to any adjournment thereof.
SECTION 7. Voting Lists. At least ten (10) days before each meeting of
the stockholders, the officer or agent having charge of the stock transfer
books for shares of the Corporation shall make 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 of shares
held by each. This list of stockholders shall be kept on file at the principal
office of the Corporation and shall be subject to inspection by any stockholder
at any time during usual business hours for a period of ten (10) days prior to
such meeting. 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 entire time of the meeting. The original stock transfer book shall
constitute prima facie evidence of the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders.
SECTION 8. Quorum; Manner of Acting. (a) A majority of the outstanding
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than a majority
of the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice; provided that the date of the adjourned meeting shall not be more than
thirty (30) days after the date for which the first meeting was called. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
-3-
(b) Except as otherwise provided in the Corporation's
Certificate of Incorporation or under applicable law, in all matters other than
the election of directors, the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote
on the subject matter shall be the act of the stockholders. Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors (which number shall take into account the cumulation as votes as
provided in the Corporation s Certificate of Incorporation and Article I,
Section 11 of these By-Laws) . If, at any meeting of the stockholders, due to a
vacancy or vacancies or otherwise, directors of more than one class of the
Board of Directors are to be elected, each class of directors to be elected at
the meeting shall be elected in a separate election by a plurality vote.
SECTION 9. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. Proxies must be filed with
the Secretary of the Corporation.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by any officer, agent or proxy as
the by-laws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. Shares
held by an administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name. Shares standing in the name of
a receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in an appropriate
order of the court or other public authority by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
-4-
SECTION 11. Cumulative Voting. At each annual meeting of stockholders
in which more than one director is being elected, every stockholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by the stockholder for as many persons as there are
directors to be elected and for whose election the stockholder has a right to
vote, or to cumulate the votes by giving one candidate as many votes as the
number of such directors to be elected multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle among any
number of candidates.
SECTION 12. Inspector of Election. In advance of any meeting of
stockholders, the Board of Directors may appoint any person or persons other
than nominees for office as inspectors of election to act at such meeting or
any adjournment thereof. Any such appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the Chairman of the
Board or the President may, and at the request of not fewer than ten percent
(10%) of the votes represented at the meeting shall, make such appointment at
the meeting. In case any person appointed as inspector fails to appear or fails
or refuses to act, the vacancy may be filled by appointment by the Board of
Directors in advance of the meeting or at the meeting by the Chairman of the
Board or the President.
The duties of such inspectors shall include: determining the
number of shares of stock and the voting power of each share, the shares of
stock represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all stockholders.
SECTION 13. Nominating Committee. The Board of Directors shall act as
a nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the Secretary at least twenty (20) days prior to
the date of the annual meeting. No nominations for directors except those made
by the nominating committee shall be voted upon at the annual meeting unless
other nominations by
-5-
stockholders are made in writing and delivered to the Secretary of the
Corporation at least five (5) days prior to the date of the annual meeting.
Ballots bearing the names of all the persons nominated by the nominating
committee and by stockholders shall be provided for use at the annual meeting.
However, if the nominating committee shall fail or refuse to act at least
twenty (20) days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any stockholder entitled to vote and shall be
voted upon.
SECTION 14. Proposals. At an annual meeting of the stockholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or a
the direction of the Board of Directors, or (b) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not later than one hundred
twenty days prior to the anniversary date of the mailing of proxy materials by
the Corporation in connection with the immediately preceding annual meeting of
stockholders of the Corporation or, in the case of the first annual meeting of
stockholders of the Corporation, notice by the stockholder must be so delivered
or received no later than the close of business on May 31, 1997,
notwithstanding a determination by the Corporation to schedule such annual
meeting at a date later than October 31, 1997. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the stockholder in such
business. The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Article I, Section
14, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
-6-
transacted. This provision is not a limitation on any other applicable laws and
regulations.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be under the direction of the Board of Directors. The Board of Directors
shall annually elect a Chairman of the Board and a President from among its
members and shall designate, when present, either the Chairman of the Board or
the President to preside at its meetings.
SECTION 2. Classification and Term. The Board of Directors shall be
divided into three classes as nearly equal in number as possible. The term of
office of the initial directors shall be as follows: the term of directors of
the first class shall expire at the first annual meeting of stockholders after
the effective date of the Corporation's Certificate of Incorporation; the term
of office of the directors of the second class shall expire at the second
annual meeting of stockholders after the effective date of the Corporation's
Certificate of Incorporation; and the term of office of the third class shall
expire at the third annual meeting of stockholders after the effective date of
the Corporation's Certificate of Incorporation; and as to directors of each
class, when their respective successors are elected and qualified. At each
annual meeting of stockholders, directors elected to succeed those whose terms
are expiring shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders and when their respective successors
are elected and qualified. No director shall be elected or re-elected, as the
case may be, after attaining the age of seventy-one (71). The term of a
director shall end upon attaining the age of seventy-one (71). The Board of
Directors shall elect a replacement to serve the remainder of his or her term
as director.
SECTION 3. Number of Directors. The Board of Directors shall consist
of such number of directors as established from time to time by a vote of a
majority of the Board of Directors, provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.
SECTION 4. Meetings. All meetings of the Board of Directors may be
held within and without Puerto Rico.
-7-
SECTION 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or one-third of the directors, and at such place as the person
calling the meeting shall designate.
SECTION 6. Notice. Written notice of any special meeting shall be
given to each director at least two (2) days previous thereto if delivered
personally or by telegram or at least five (5) days previous thereto if
delivered by mail at the address at which the director is most likely to be
reached. Such notice shall be deemed to be delivered when deposited in the U.S.
mail so addressed, with postage thereon prepaid if mailed or when delivered to
the telegraph company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the Secretary. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 7. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time. Notice of
any adjourned meeting shall be given in the same manner as prescribed by
Section 6 of this Article II.
SECTION 8. Manner of Acting. 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 prescribed by applicable laws or
regulations or by these By-laws.
SECTION 9. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Corporation
addressed to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the Chairman of the Board or the President.
-8-
SECTION 10. Vacancies. All vacancies in the Board of Directors shall
be filled in the manner provided in the Corporation's Certificate of
Incorporation.
SECTION 11. Removal of Directors. Directors may be removed in the
manner provided in the Corporation's Certificate of Incorporation.
SECTION 12. Action by Directors Without a Meeting. Any action required
or which may be taken at a meeting of the directors, or of a committee thereof,
may be taken without a meeting if a consent in writing, setting forth the
action so taken or to be taken, shall be signed by all of the directors, or all
of the members of the committee, as the case may be, and such consents are
filed with the minutes of proceedings of the Board of Directors or committee,
as the case may be. Such consent shall have the same effect as a unanimous
vote.
SECTION 13. Action by Directors by Communications Equipment. Any
action required or which may be taken at a meeting of directors, or of a
committee thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time.
SECTION 14. Compensation. The Board of Directors may fix, from time to
time, a reasonable fee to be paid to each director for his or her services in
attending meetings of the Board of Directors or of any authorized committee.
The Board of Directors may also provide that such compensation as it deems
reasonable shall be paid to any or all of its members for services rendered to
the Corporation other than attendance at meetings of the Board of Directors or
its committees.
ARTICLE III.
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. Appointment. The Board of Directors, by resolution adopted
by a majority of the full Board, may, from time to time appoint, any number of
committees, composed of one (1) or more directors and such other administrative
and executive officers as the Board may determine.
SECTION 2. Authority. These committees shall and may exercise those
powers that the Board of Directors may so
-9-
delegate and shall have the name or names that from time to time the Board of
Directors may determine by resolution.
SECTION 3. Minutes, Reports. Minutes shall be kept of all meetings of
the committees. The minutes of each meeting, together with such reports in
writing as may be required to fully explain any business or transactions, shall
be submitted to the Board of Directors at the next regular session after each
meeting. The Board of Directors shall approve or disapprove the minutes and/or
reports and record such action in the minutes of the meeting.
SECTION 4. Appointment, Term of Office. Members of the committees
shall be appointed by the Board for such term as the Board may determine, and
all members of the committees shall serve at the pleasure of the Board.
SECTION 5. Quorum. A majority of the members of any committee shall
constitute a quorum. A majority of the votes cast shall decide every question
or matter submitted to a committee.
ARTICLE IV.
OFFICERS
SECTION 1. Positions. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may
also designate the Chairman of the Board as an officer. The Board of Directors
may designate one or more Vice Presidents as Executive Vice President or Senior
Vice President. The Board of Directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
Board of Directors may from time to time authorize or determine. In the absence
of action by the Board of Directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
SECTION 2. Election and Term of Office. The officers of the
Corporation shall be elected annually at the first meeting of the Board of
Directors held after the annual meeting of the stockholders.
-10-
If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as possible. Each officer shall hold
office until a successor has been duly elected and qualified or until the
officer's death, resignation or removal in the manner hereinafter provided.
Election or appointment of an officer, employee or agent shall not of itself
create contractual rights. The Board of Directors may authorize the Corporation
to enter into an employment contract with any officer in accordance with
regulations of the Board; but no such contract shall impair the right of the
Board of Directors to remove any officer at any time in accordance with Section
3 of this Article IV.
SECTION 3. Removal. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the Board of Directors.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. To the extent permitted by applicable laws and
regulations, and except as otherwise prescribed by these By-laws with respect
to certificates for shares, the Board of Directors may authorize any officer,
employee or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued unless authorized
by the Board of Directors. Such authority may be general or confined to
specific instances.
-11-
SECTION 3. Checks, Drafts. All checks, drafts or other orders for the
payment of money, notes and other evidences of indebtedness issued in the name
of the Corporation shall be signed by one or more officers, employees or agents
of the Corporation in such manner as shall from time to time be determined by
the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any one of its authorized depositories as the Board of Directors select.
ARTICLE VI.
STOCK AND STOCK CERTIFICATES
SECTION 1. Transfer. Shares of stock shall be transferable on the
books of the Corporation, and a transfer book shall be kept in which all
transfer of stock shall be recorded. Every person becoming a stockholder by
such transfer shall, in proportion to his or her shares, succeed to all rights
and liabilities of the prior holder of such shares.
SECTION 2. Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the President or any Vice President (which may be
engraved, printed or impressed), and shall be signed manually or by facsimile
process by the Secretary or an Assistant Secretary, or any other officer
appointed by the Board of Directors for that purpose, to be known as an
Authorized Officer, and the seal of the Corporation shall be engraved thereon.
SECTION 3. Owner of Record, Attachment, Pledge. Shares of stock are
transferable by all means recognized by law, if there is no attachment levied
against them under competent authority, but as long as the transfer is not
signed and recorded in the transfer books the Corporation shall be entitled to
consider as owner thereof the party who appears as such in said books.
SECTION 4. Lost or Destroyed Stock Certificates. In the event any
certificate of stock shall be lost or destroyed the Board may order a new
certificate to be issued in its place upon receiving such proof of loss and
such bond of indemnity therefore as may be satisfactory to the Board of
Directors. New certificates may be issued without requiring any bond when in
the judgment of the Board it is proper to do so.
-12-
SECTION 5. Transfer Agent. The Board of Directors may designate any
person, whether or not an officer of the Corporation, as stock transfer agent
or registrar of the Corporation with respect to Stock Certificates or other
securities issued by the Corporation.
ARTICLE VII.
INDEMNIFICATION, ETC. OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
SECTION 1. Indemnification.
(a) The Corporation shall indemnify, to the fullest
extent authorized by the General Corporation Law of the Commonwealth of Puerto
Rico, any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
written request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a matter he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated
by any person seeking indemnification hereunder without its prior written
consent. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
-13-
(b) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
written request of the Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense which such court shall deem proper.
(c) To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1(a) or
Section 1(b) of this Article VII, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under Section 1(a) or Section
1(b) of this Article VII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
therein. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.
-14-
(e) The Corporation shall not be liable for any amounts
which may be due to any person in connection with a settlement of any action,
suit or proceeding initiated by any person seeking indemnification under this
Article VII without its prior written consent.
SECTION 2. Advancement of Expenses. Reasonable expenses (including
attorneys' fees) incurred in defending a civil or criminal action, suit or
proceeding described in Section 1 of this Article VII may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article VII.
SECTION 3. Other Rights and Remedies. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 4. Insurance. By action of its Board of Directors,
notwithstanding any interest of the directors in the action, the Corporation
may purchase and maintain insurance, in such amounts as the Board of Directors
deems appropriate, on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the written
request of the Corporation 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 Corporation would have
the power or would be required to indemnify him against such liability under
the provisions of this Article VII or of the General Corporation Law of the
Commonwealth of Puerto Rico, or of the laws of any other State or political
dependency of the United States or foreign country as may be applicable.
-15-
SECTION 5. Modification. The duties of the Corporation to indemnify
and to advance expenses to a director, officer, employee or agent provided in
this Article VII shall be in the nature of a contract between the Corporation
and each such person, and no amendment or repeal of any provision of this
Article VII shall alter, to the detriment of such person, the right of such
person to the advance of expenses or indemnification related to a claim based
on an act or failure to act which took place prior to such amendment or repeal.
ARTICLE VIII.
CORPORATE SEAL
The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.
ARTICLE IX.
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be
from July 1 of each year to June 30 of the following year.
SECTION 2. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay dividends in cash or in shares of the
capital stock of the Corporation, in the manner and upon the terms and
conditions provided by applicable laws and regulations.
SECTION 3. Conflict with New Laws. The provisions of these By-laws in
conflict with any and all new statutes shall become revoked without affecting
the validity of the remaining provisions hereof.
SECTION 4. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes and proceedings of
its stockholders and Board of Directors (including committees thereof). Any
books, records and minutes may be in written form or any other form capable of
being converted to written form within a reasonable time.