EXHIBIT 3.2
FREESEAS INC. (THE "CORPORATION")
(F/K/A ADVENTURE HOLDINGS, S.A.)
AMENDED AND RESTATED BY-LAWS
As Adopted _______________, 2005
ARTICLE I
OFFICES
The principal place of business of the Corporation shall be at such
place or places as the Board of Directors (the "Board") shall from time to time
determine. The Corporation may also have an office or offices at such other
places within or without the Marshall Islands as the Board may from time to time
appoint or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING: The annual meeting of shareholders of the
Corporation shall be held in each year, on such day and at such time and place
within or without the Marshall Islands as the Board may determine for the
purpose of electing directors and transacting such other business as may
properly be brought before the meeting. The Chairman or, in the Chairman's
absence, another person designated by the Board shall act as the Chairman of all
annual meetings of shareholders.
SECTION 2. NATURE OF BUSINESS AT ANNUAL MEETINGS OF SHAREHOLDERS: No
business may be transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof); (b) otherwise properly brought before the annual
meeting by or at the direction of the Board (or any duly authorized committee
thereof); or (c) otherwise properly brought before the annual meeting by any
shareholder of the Corporation (i) who is a shareholder of record on the date of
the giving of the notice provided for in Section 2 of this Article II and has
remained a shareholder of record through the record date for the determination
of shareholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in Section 2 of this Article II.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation (the "Secretary").
To be timely, a shareholder's notice to the Secretary of the
Corporation must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than one-hundred twenty (120) days
nor more than one-hundred eighty (180) days prior to the one year anniversary of
the mailing date of the proxy materials for the immediately preceding annual
meeting of shareholders or any such later deadline as may be required in the
rules promulgated by the United States of America Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), regarding the solicitation of proxies. In no event
shall the public disclosure of any adjournment of an annual meeting of the
shareholders commence a new time period for the giving of the shareholder's
notice described herein.
To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such shareholder, (iv) a description of
all arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business and (v) a representation that such shareholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting. In addition, notwithstanding anything in Section 2 of this Article II
to the contrary, a shareholder intending to nominate one or more persons for
election as a Director at an annual meeting must comply with Article III,
Section 3 of these By-Laws for such nomination or nominations to be properly
brought before such meeting.
No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in Section 2 of this Article II; provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in Section 2 of this Article II shall be deemed to
preclude discussion by any shareholder of any such business. If the Chairman of
an annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman of the
meeting shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
SECTION 3. SPECIAL MEETING: A special meeting of the shareholders may
be called at any time by the Board, or by the Chairman, or by the President. No
other person or persons are permitted to call a special meeting. No business may
be conducted at the special meeting other than business brought before the
meeting by the Board, the Chairman or the President. The Chairman or, in the
Chairman's absence, another person designated by the Board shall act as the
Chairman of all meetings of shareholders. If the Chairman of the special meeting
determines that business was not properly brought before the special meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
SECTION 4. NOTICE OF MEETINGS: Notice of every annual and special
meeting of shareholders, other than any meeting the giving of notice of which is
otherwise prescribed by law, stating the date, time, place and purpose thereof,
and in the case of special meetings, the name of the person or persons at whose
direction the notice is being issued, shall be given personally or sent by mail,
telegraph, cablegram, telex or teleprinter at least fifteen (15) but not more
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than sixty (60) days before such meeting, to each shareholder of record entitled
to vote thereat and to each shareholder of record who, by reason of any action
proposed at such meeting would be entitled to have his shares appraised if such
action were taken, and the notice shall include a statement of that purpose and
to that effect. If mailed, notice shall be deemed to have been given when
deposited in the mail, directed to the shareholder at his address as the same
appears on the record of shareholders of the Corporation or at such address as
to which the shareholder has given notice to the Secretary. Notice of a meeting
need not be given to any shareholder who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting prior to the conclusion thereof the lack of notice to him.
SECTION 5. ADJOURNMENTS: Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the meeting is adjourned
for lack of quorum, notice of the new meeting shall be given to each shareholder
of record entitled to vote at the meeting. If after an adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record on the new record date entitled to notice
in Section 4 of this Article II.
SECTION 6. QUORUM: At all meetings of shareholders, except as otherwise
expressly provided by law, there must be present either in person or by proxy
shareholders of record holding at least a majority of the shares issued and
outstanding and entitled to vote at such meetings in order to constitute a
quorum, but if less than a quorum is present, a majority of those shares present
either in person or by proxy shall have power to adjourn any meeting until a
quorum shall be present.
SECTION 7. VOTING: Except as otherwise provided by applicable law,
rules or regulations, the Corporation's Articles of Incorporation or elsewhere
in these By-laws, if a quorum is present, the affirmative vote of at least a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders. Notwithstanding the foregoing, at all meetings of shareholders
for the election of directors, a plurality of the votes cast by the holders of
shares entitled to vote in the election shall be sufficient to elect directors.
At any meeting of shareholders, with respect to any matter, other than the
election of directors, for which a shareholder is entitled to vote, each such
shareholder shall be entitled to one vote for each share it holds. Each
shareholder may exercise such voting right either in person or by proxy
provided, however, that no proxy shall be valid after the expiration of eleven
months from the date such proxy was authorized unless otherwise provided in the
proxy. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in the law of the Marshall Islands to support an irrevocable power. A
shareholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. Shareholders may act by way of written consent in accordance
with the provisions of Section 67 of the BCA.
SECTION 8. FIXING OF RECORD DATE: The Board may fix a date not more
than sixty (60) nor less than fifteen (15) days prior to the date of any meeting
of shareholders as the time as of which shareholders entitled to notice of and
to vote at such a meeting shall be determined, and all persons who were holders
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of record of voting shares at such time and no other shall be entitled to notice
of and to vote at such meeting. The Board may fix a date not exceeding sixty
(60) days preceding the date fixed for the payment of any dividend, the making
of any distribution, the allotment of any rights or the taking of any other
action, as a record time for the determination of the shareholders entitled to
receive any such dividend, distribution, or allotment or for the purpose of such
other action.
ARTICLE III
DIRECTORS
SECTION 1. POWERS: Except as otherwise provided by applicable law,
rules or regulations, the affairs, business and property of the Corporation
shall be managed by a Board of Directors.
SECTION 2. HOW ELECTED: Except as otherwise provided by law or in
Section 4 of this Article III, the directors of the Corporation (other than the
first Board of Directors if named in the Articles of Incorporation or designated
by the incorporators) shall be elected at the annual meeting of shareholders.
Except as otherwise provided in the Corporation's Articles of Incorporation,
each director shall be elected to serve until the third succeeding annual
meeting of shareholders and until his successor shall have been duly elected and
qualified, except in the event of his earlier resignation, removal or death.
SECTION 3. NOMINATION OF DIRECTORS: Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Articles of Incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances. Board nominations must be either selected, or
recommended for the Board's selection, by either a Nominating Committee
comprised solely of independent directors or by a majority of the independent
directors. Notwithstanding the foregoing, if the Nominating Committee is
comprised of at least three members, one director who is not independent and is
not a current officer or employee or an immediate family member of such person,
may be appointed to the Nominating Committee, if the Board, under exceptional
and limited circumstances, determines that membership on the committee by the
individual is required by the best interests of the Corporation and its
shareholders, and the Board discloses, in the next annual meeting proxy
statement (or annual report or equivalent, if the Corporation does not file an
annual proxy statement) subsequent to such determination, the nature of the
relationship and the reasons for that determination. A director appointed to the
Nominating Committee pursuant to this exception may not serve for in excess of
two years. The Corporation shall adopt a formal written charter or board
resolution addressing the nominations process and such related matters as may be
required under the federal securities laws of the United States of America.
Shareholder nominations for director must be made by a shareholder (i)
who is a shareholder of record on the date of the giving of the notice provided
for in Section 4 of Article II and on the record date for the determination of
shareholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in Section 4 of Article III.
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In addition to any other applicable requirements, for a nomination to
be made by a shareholder, such shareholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation. To be timely, a
shareholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
one-hundred twenty (120) days nor more than one-hundred eighty (180) days prior
to the one year anniversary of the mailing date of the proxy materials for the
immediately preceding annual meeting of shareholders or any such later deadline
as may be required in the rules promulgated by the SEC) to the Exchange Act
regarding the solicitation of proxies.
To be in proper written form, a shareholder's notice to the Secretary
must set forth: (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder applicable to
issuers that are not foreign private issuers; and (b) as to the shareholder
giving the notice (i) the name and record address of such shareholder, (ii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially and of record by such shareholder, (iii) a description of
all arrangements or understandings between such shareholder and each proposed
nominee and any other person and persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons named in its notice and (v) any
other information relating to such shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
Section 3 of this Article III. If the Chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
SECTION 4. VACANCIES: Except as otherwise provided by applicable law,
rules or regulations, vacancies in the Board occurring by death, resignation,
creation of new directorship, failure of the shareholders to elect the whole
class of directors required to be elected at any annual election of directors or
for any other reason, including removal of directors for cause, may be filled by
the affirmative vote of at least a majority of the remaining directors then in
office, although less than a quorum, at any special meeting called for that
purpose or at any regular meeting of the Board.
SECTION 5. REGULAR MEETINGS: Regular meetings of the Board may be held
at such time and place as may be determined by resolution of the Board and no
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notice shall be required for any regular meeting. Except as otherwise provided
by law, any business may be transacted at any regular meeting.
SECTION 6. SPECIAL MEETINGS: Special meetings of the Board may, unless
otherwise prescribed by law, be called from time to time by at least two
directors stating the time, place and purpose of such special meeting. Special
meetings of the Board shall be held on a date and at such time and at such place
as may be designated in the notice thereof by the directors calling the meeting.
SECTION 7. NOTICE OF SPECIAL MEETING: Notice of the special date, time
and place of each special meeting of the Board of Directors shall be given to
each director at least forty-eight (48) hours prior to such meeting, unless the
notice is given orally or delivered in person, in which case it shall be given
at least twenty-four (24) hours prior to such meeting. For the purpose of this
Section 7, notice shall be deemed to be duly given to a director if given to him
personally (including by telephone) or if such notice be delivered to such
director by mail, facsimile or hand delivery to his last known address. Notice
of a meeting need not be given to any director who submits a signed waiver of
notice, whether before of after the meeting, or who attends the meeting without
protesting, prior to the conclusion thereof, the lack of notice to him.
SECTION 8. QUORUM: At least a majority of the directors at the time in
office, present in person or by proxy or conference telephone, shall constitute
a quorum for the transaction of business.
SECTION 9. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof which authorizes
the contract or transaction, or solely because his or her or their votes are
counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, or, if the votes of the disinterested directors are
insufficient to constitute an act of the Board as defined in Section 55 of the
Business Corporation Act of the Marshall Islands (the "BCA"), by unanimous vote
of the disinterested directors; or (ii) the material facts as to his
relationship or interest and as to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith by vote
of the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.
SECTION 10. VOTING: Except as otherwise provided by applicable law,
rules or regulations, the vote of at least a majority of the directors, present
in person or conference telephone, at a meeting at which a quorum is present
shall be the act of the directors. Any action required or permitted to be taken
at a meeting may be taken without a meeting if all members of the Board consent
thereto in writing.
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SECTION 11. COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES: The
Board may from time to time, in its discretion, fix the amounts which shall be
payable to members of the Board and to members of any committee, for attendance
at the meetings of the Board or of such committee and for services rendered to
the Corporation.
ARTICLE IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE AND OTHER COMMITTEES: The Board may, by
resolution or resolutions passed by at least a majority of the entire Board,
designate from among its members an executive committee to consist of two or
more of the directors of the Corporation, which, to the extent provided in said
resolution or resolutions, or in these By-Laws, shall have and may exercise, to
the extent permitted by law, the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no committee shall have the power or
authority to (i) fill a vacancy in the Board or in a committee thereof, (ii)
amend or repeal any by-law or adopt any new by-law, (iii) amend or repeal any
resolution of the entire Board, (iv) or increase the number of directors on the
Board, or (v) remove any director. In addition, the Board may designate from
among its members other committees to consist of two or more of the directors of
the Corporation, each of which shall perform such functions and have such
authority and powers as shall be delegated to such committee by said resolution
or resolutions or as provided for in these By-Laws, except that only the
executive committee may have and exercise the powers of the Board. Members of
the executive committee and any other committee shall hold office for such
period as may be prescribed by the vote of the Board, subject, however, to
removal at any time by the vote of the Board. Vacancies in membership of such
committees shall be filled by vote of the Board. Committees may adopt their own
rules of procedures and may meet at stated times or on such notice as they may
determine. Each committee shall keep a record of its proceedings and report the
same to the Board when required.
ARTICLE V
OFFICERS
SECTION 1. NUMBER AND DESIGNATION: The Board shall elect a Chairman,
President, Chief Executive Officer, Secretary and Treasurer and such other
officers as it may deem necessary. Officers may be of any nationality and need
not be residents of the Marshall Islands. The officers shall be elected annually
by the Board at its first meeting following the annual election of directors,
(except that the initial officers may be named by the Board at its first meeting
following such Board's appointment in the Articles of Incorporation or as
designated by the incorporators) but in the event of the failure of the Board to
so elect any officer, such officer may be elected at any subsequent meeting of
the Board. The salaries of officers and any other compensation paid to them
shall be fixed from time to time by the Board. The Board may at any meeting
elect additional officers. Each officer shall hold office until the first
meeting of the Board following the next annual election of directors and until
his successor shall have been duly elected and qualified except in the event of
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the earlier termination of his term of office, through death, resignation,
removal or otherwise. Any officer may be removed by the Board at any time with
or without cause. Any vacancy in an office may be filled for the unexpired
position of the term of such office by the Board at any regular or special
meeting.
SECTION 2. CHAIRMAN: The Chairman shall preside at all meetings of the
Board and of the shareholders at which he or she shall be present. The Chairman
shall have general executive powers, as well as the specific powers conferred by
these Bylaws or by the Board of Directors. The Chairman shall perform all duties
incident to the office of chairman of a corporation and such other duties as
may, from time to time, be assigned to him or her by the Board or as may be
provided by law.
SECTION 3. PRESIDENT: In the absence of the Chairman, the President of
the Corporation shall preside at all meetings of the Board and of the
shareholders at which he or she shall be present. The President shall have
general executive powers, including all powers required by law to be exercised
by a president of a corporation as such, as well as the specific powers
conferred by these Bylaws or by the Board of Directors. The President shall
perform all duties incident to the office of president of a corporation and such
other duties as may, from time to time, be assigned to him or her by the Board
or as may be provided by law.
SECTION 4. CHIEF EXECUTIVE OFFICER: In the absence of both the Chairman
and the President, the Chief Executive Officer of the Corporation shall preside
at all meetings of the Board and of the shareholders at which he or she shall be
present. The Chief Executive Officer shall have general executive powers, as
well as the specific powers conferred by these Bylaws or by the Board of
Directors. The Chief Executive Officer shall perform all duties incident to the
office of chief executive officer of a corporation and such other duties as may,
from time to time, be assigned to him or her by the Board or as may be provided
by law.
SECTION 5. SECRETARY: The Secretary shall act as Secretary of all
meetings of the shareholders and of the Board at which he is present, shall have
supervision over the giving and serving of notices of the Corporation, shall be
the custodian of the corporate records and the corporate seal of the
Corporation, shall be empowered to affix the corporate seal to those documents,
the execution of which, on behalf of the Corporation under its seal, is duly
authorized and when so affixed may attest the same, and shall exercise the
powers and perform such other duties as may be assigned to him by the Board, the
Chairman, the President or the Chief Executive Officer.
SECTION 6. TREASURER: The Treasurer shall have general supervision over
the care and custody of the funds, securities, and other valuable effects of the
Corporation and shall deposit the same or cause the same to be deposited in the
name of the Corporation in such depositories as the Board may designate, shall
disburse the funds of the Corporation as may be ordered by the Board, shall have
supervision over the accounts of all receipts and disbursements of the
Corporation, shall, whenever required by the Board, render or cause to be
rendered financial statements of the Corporation, shall have the power and
perform the duties usually incident to the office of Treasurer, and shall have
such powers and perform other duties as may be assigned to him by the Board or
President.
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SECTION 7. OTHER OFFICERS: Officers other than those treated in
Sections 2 through 4 of this Article V shall exercise such powers and perform
such duties as may be assigned to them by the Board of Directors or the
President.
SECTION 8. BOND: The Board shall have power to the extent permitted by
law to require any officer, agent or employee of the Corporation to give bond
for the faithful discharge of his duties in such form and with such surety as
the Board may deem advisable.
ARTICLE VI
CERTIFICATES FOR SHARES
SECTION 1. FORM AND ISSUANCE: The shares of the Corporation shall be
represented by certificates in form meeting the requirements of law and approved
by the Board. Certificates shall be signed by the President or a Vice-President
and by the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer. These signatures may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee.
SECTION 2. TRANSFER: The Board shall have power and authority to make
such rules and regulations as they may deem expedient concerning the issuance,
registration and transfer of certificates representing shares of the
Corporation's stock, and may appoint transfer agents and registrars thereof.
SECTION 3. LOSS OF STOCK CERTIFICATES: The Board may direct a new
certificate of stock to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the Corporation a bond
in such sum as it may direct for indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost or destroyed.
ARTICLE VII
DIVIDENDS
SECTION 1. DECLARATION AND FORM: Dividends may be declared in
conformity with applicable law by, and at the discretion of, the Board at any
regular or special meeting. Dividends may be declared and paid in cash, stock or
other property of the Corporation.
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ARTICLE VIII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION: Any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprises shall be entitled to be indemnified by the
Corporation upon the same terms, under the same conditions, and to the same
extent as authorized by Section 60 of the BCA, 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, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
SECTION 2. INSURANCE: The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer against any liability asserted against such
person and incurred by such person in such capacity whether or not the
Corporation would have the power to indemnify such person against such liability
by law or under the provisions of these By-Laws
ARTICLE IX
CORPORATE SEAL
SECTION 1. FORM: The Seal of the Corporation, if any, shall be circular
in form, with the name of the Corporation in the circumference and such other
appropriate legend as the Board may from time to time determine.
ARTICLE X
FISCAL YEAR
SECTION 1. FISCAL YEAR: The fiscal year of the Corporation shall be
such period of twelve consecutive months as the Board may by resolution
designate.
ARTICLE XI
AMENDMENTS
SECTION 1. AMENDMENTS: Except as otherwise provided by applicable law,
rules or regulations, these By-Laws may only be amended, added to, altered or
repealed, or new By-Laws may be adopted, solely pursuant to the Corporation's
Articles of Incorporation.
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