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EXHIBIT 3.28
CODE OF BYLAWS
OF
NATIONAL HEALTHCARE TECHNOLOGIES, INC.
ARTICLE I
Identification
Section 1.01. Name. The name of the Corporation is NATIONAL HEALTHCARE
TECHNOLOGIES, INC., (hereinafter referred to as the "Corporation").
Section 1.02. Place of Keeping Corporate Books and Records. The records and
documents specified in Section 7.01 of these bylaws shall be kept at the
principal office of the Corporation. For purposes of these bylaws, the principal
office of the Corporation shall be 8770 Guion Road, Suite C, Indianapolis,
Indiana 46268, which is the location of the Corporation's principal executive
offices in Indiana.
Section 1.03. Fiscal Year. The fiscal year of the Corporation shall be
January through December of each year until such time as changed by resolution
of the board of directors of the Corporation.
ARTICLE II
Capital Stock
Section 2.01. Amount and Class of Authorized Shares. The authorized shares
of the Corporation shall be one thousand (1,000) shares and all shares shall be
of one class.
Section 2.02. Issuance of Shares. The board of directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contract for services to be performed, or other securities
of the Corporation. If shares are authorized to be issued for promissory notes
or for promises to render services in the future, the Corporation must comply
with the notice requirements of Indiana Code Section 23-1-53-2(b).
Section 2.03. Certificate for Shares. Certificates for shares of the
Corporation shall be issued to a subscriber by the secretary of the Corporation
when proper consideration has been paid therefor. Each certificate shall be in
such form as required by Indiana Code Section 23-1-26-6, and as the board of
directors may prescribe from time to time.
Section 2.04. Transfer of Certificates. The shares of the Corporation shall
be transferable only on the books of the Corporation upon surrender of the
certificate or certificates
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representing the same, properly endorsed by the registered holder or by his
duly authorized attorney or agent.
Section 2.05. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
board of directors may require the registered holder of the shares represented
by such lost, stolen or destroyed certificate, or the holder's legal
representative, to furnish an affidavit as to such loss, theft or destruction
and to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of such certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the board of directors, it is not
imprudent to do so.
ARTICLE III
Meetings of Shareholders
Section 3.01. Place of Meetings. All meetings of shareholders of the
Corporation shall be held at the principal office of the Corporation or at such
other place, within or without the state of Indiana, as may be specified in the
respective notices or waivers of notice thereof.
Section 3.02. Annual Meeting. The annual meeting of the shareholders for
the election of directors, and for the transaction of such other business
as may properly come before the meeting, shall be held on the first Friday of
April, following the end of the fiscal year of the Corporation, if such day is
not a legal holiday, and if such day is a legal holiday, then on the next
business day that is not a legal holiday. Failure to hold the annual meeting at
the designated time shall not affect the validity of any corporate action.
Section 3.03. Special Meetings. The Corporation must hold a special
meeting of shareholders on call of its president, its board of directors, or if
the holders of at least twenty-five percent (25%) of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the secretary one or more written demands for the
special meeting describing the purpose or purposes for which it is to be held.
Only business within the purpose or purposes described in the meeting notice
shall be conducted at a special shareholders' meeting.
Section 3.04. Record Date. Unless otherwise determined by resolution of the
board of directors, the record date for purposes of determining the identity of
shareholders be determined as follows:
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(a) for shareholders entitled to demand a special shareholder meeting, the
provisions of Indiana Code 23-1-29-2(b) shall apply;
(b) for shareholders entitled to take action without a meeting, the
provisions of Indiana Code 23-1-29-4(b) shall apply;
(c) for shareholders entitled to receive notice of and vote at shareholder
meetings, the provisions of Indiana Code 23-1-29-5(d) shall apply; and,
(d) for shareholders entitled to receive distributions from the
Corporation, the provisions of Indiana Code 23-1-28-2 shall apply.
A record date determined by resolution of the board of directors may not be more
than seventy (70) days before the meeting or action requiring a determination of
shareholders.
Section 3.05. Notice of Meeting. A written or printed notice, stating the
date, time and place of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Corporation to each holder of the shares of the Corporation at the
time entitled to vote at the meeting, at such address as appears upon the
records of the Corporation, no fewer than ten (10) days and no more than sixty
(60) days before the meeting date. However, notice of a meeting at which any of
the following corporation actions is to be considered shall be delivered or
mailed to all shareholders of record, whether or not entitled to vote at the
meeting, no fewer than ten (10) days and no more than sixty (60) days before the
meeting:
(a) an amendment or amendments to the articles of incorporation requiring
shareholder approval;
(b) an agreement of merger or share exchange requiring shareholder
approval;
(c) the sale, lease, exchange, or other disposition of all, or
substantially all, of the Corporation's property other than in the
usual and ordinary course of business; or,
(d) a proposal for voluntary dissolution requiring shareholder approval.
Section 3.06. Waiver of Notice. Notice of any meeting of the shareholders
may be waived in writing by a shareholders, before or after the date and time
stated in the notice, and such waiver shall be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance at any
meeting, in person or by proxy:
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(a) waives objection to lack of notice or defective notice of the meeting
unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and,
(b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to consideration of the matter
when it is presented.
Section 3 07. Participation in Meetings by Electronic Communications. Any
or all shareholders may participate in an annual or special meeting of the
shareholders by, or through the use of, any means of communication by which all
shareholders participating may simultaneously hear each other during the
meeting. Participation by any such shareholder by this means shall be deemed to
constitute presence in person at such meeting.
Section 3.08. Voting at Meetings.
(a) Voting Rights. Except as may be otherwise provided by law or the
articles of incorporation, every shareholder shall have the right at
all meetings of the shareholders to one vote for each share standing in
the shareholder's name on the books of the Corporation on the record
date for such meetings.
(b) Proxies. A shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy executed in writing
by the shareholder or a duly authorized attorney-in-fact of such
shareholder. For purposes of this section, a proxy granted by telegram,
telex, telecopy or other documents transmitted electronically for or by
a shareholder shall be deemed "executed in writing by the shareholder."
The general proxy of a fiduciary shall be given the same effect as the
general proxy of any other shareholder. No proxy shall be valid eleven
(11) months after the date of its execution unless a longer time is
expressly provided therein.
(c) Quorum and Voting Requirements. Except as may otherwise be provided by
law, at any meeting of shareholders, the quorum as provided in the
articles of incorporation, represented thereat in person or by proxy,
shall be required before any action of the shareholders may be taken.
At any meeting of the shareholders at which a quorum exists, the vote
as provided in the articles of incorporation shall be necessary to
adopt or approve any action of the shareholders, unless a greater
number is required by law. In case a quorum shall not be present at any
meeting, the holders of record of a majority of such shares so present
in person or by proxy may adjourn
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the meeting from time to time, without notice, other than announcement
at the meeting, until a quorum shall be present. Once a share is
represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting. At any such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
scheduled.
(d) Voting Lists. For each meeting of the shareholders, the secretary of
the Corporation shall make a complete list of the shareholders
entitled by law or by the articles of incorporation to notice thereof,
arranged in alphabetical order, with the address and number of shares
held by each such shareholder. Such list shall be on file at the
principal office of the Corporation or at a place identified in the
meeting notice in the city where the meeting will be held, and subject
to inspection at any time during regular business hours for a period
of five (5) business days before the date of the meeting for which the
list was prepared and continuing through the meeting. A shareholder
entitled to vote at the meeting, or the shareholder's agent or
attorney authorized in writing, is entitled on written demand to
inspect and to copy the list at the shareholders' expense during
regular business hours during the period it is available for
inspection only if: the shareholder's demand is made in good faith and
for a proper purpose; the shareholder describes with reasonable
particularity the shareholder's purpose; and the list is directly
connected with the shareholder's purpose. The original stock register
or transfer book, or a duplicate thereof kept in the state of Indiana,
shall be the only evidence as to the shareholders entitled to examine
such list, stock ledger or transfer book, or to vote at any meeting of
the shareholders.
(e) Voting of Shares Owned by Other Corporations. Subject to any specific
restrictions imposed by law, including without limitation, Indiana Code
Section 23-1-30-2, shares of the Corporation standing in the name of
another corporation may be voted by such officer, agent or proxy as the
board of directors of such other corporation may appoint, or as the
bylaws of such other corporation may prescribe.
Section 3.09. Action Without a Meeting. Any action which may be taken at
a shareholder meeting may be taken without a meeting if evidenced by one or more
written consents describing the action taken, signed by all shareholders
entitled to vote on the action, and delivered to the Corporation for inclusion
in the minutes or
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filing with the corporate records. Action taken by written consent is effective
when the last shareholder signs the consent unless the consent specifies a
different prior or subsequent effective date. If notice of the proposed action
must be given to the nonvoting shareholders by law, notice shall be given as
provided in Indiana Code 23-1-29-4.
ARTICLE IV
Board of Directors
Section 4.01. Number. The initial number of directors of the Corporation
shall be three (3). A variable range board consisting of a minimum of three (3)
directors and a maximum of seven (7) directors is hereby established. The number
of directors may be changed from the initial number of directors to a number
within the range herein established by resolution of the board of directors. In
the absence of a resolution of the board of directors fixing the number of
directors, the number shall be the number herein specified for the initial board
of directors.
Section 4.02. Management. Except as otherwise provided in the articles
of incorporation, the business, property and affairs of the Corporation shall be
managed by the board of directors.
Section 4.03. Annual Meeting. Unless otherwise determined by the president
or the board of directors, the board of directors shall meet each year
immediately after the annual meeting of the shareholders, at the place where
such meeting of the shareholders has been held, for the purpose of election of
officers and consideration of any other business that may be brought before the
meeting. No notice shall be necessary for the holding of this annual meeting. If
such meeting is not held as above provided, the election of officers may be held
at any subsequent meeting of the board of directors specifically called in the
manner provided in Section 4.04 of this article.
Section 4.04. Other Meetings. Regular meetings of the board of directors
may be held, without notice, at such time as may from time to time be fixed by
resolution of the board of directors. Special meetings of the board of
directors may be called at any time by the president, and shall be called on
the written request of any member of the board of directors. Notice of the
date, time and place of such special meeting shall be sent by the secretary to
each director at his or her residence or usual place of business by letter,
telegram, telex, telecopy or other document transmitted electronically at such
time that, in regular course, such notice would reach such place not later than
during the second day immediately preceding the date for such meeting; or may
be delivered to a director personally at any time during such second preceding
day. Such meetings may be held at any place within or without the state of
Indiana, as may be specified in the respective notices, or waivers of notice,
thereof.
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Section 4.05. Waiver of Notice. A director may waive notice required
hereunder or under law either before or after the date and time stated in the
notice. Except as hereinafter provided, the waiver must be in writing, signed by
the director and filed with the minutes or corporate records. For purposes of
this section, a waiver granted by telegram, telex, telecopy or other document
transmitted electronically by a director shall be deemed "signed by the
director." A director's attendance at or participation in a meeting waives any
required notice unless the director at the beginning of the meeting (or promptly
upon the director's arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to the action
taken at the meeting.
Section 4.06. Participation in Meetings by Electronic Communications. Any
or all directors may participate in a meeting of the board or a committee of the
board by any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
Section 4.07. Action Without a Meeting. Any action which may be taken
at a board of directors' meeting may be taken without a meeting if evidenced by
one or more written consents describing the action taken, signed by each
director and included in the minutes or filed with the corporate records
reflecting the action taken. For purposes of this section, a waiver granted by
telegram, telex, telecopy or other document transmitted electronically by a
director shall be deemed "signed by a director." Action taken by written
consent is effective when the last director signs the consent unless the consent
specifies a different prior or subsequent effective date.
Section 4.08. Quorum and Voting Requirements. A quorum of the board of
directors for the transaction of all business, except filling vacancies on the
board of directors, shall consist of a majority of the fixed number of directors
if the Corporation has a fixed board size, or a majority of the number of
directors prescribed, or if no number is prescribed, the number in office
immediately before the meeting begins if the Corporation has a variable-range
size board. A vacancy on the board of directors may be filled by the affirmative
vote of a majority of all the directors remaining in office if the remaining
directors constitute fewer than a quorum of the board. If a quorum is present
when a vote is taken, the affirmative vote of a majority of directors present is
the act of the board of directors. A director who is present at a meeting when
corporate action is taken is deemed to have assented to the action taken unless
(i) the director objects at the beginning of the meeting (or promptly upon the
director's arrival) to holding it or transacting business at the meeting; (ii)
the director's dissent or abstention from the action taken is entered in the
minutes of the meeting; or, (iii) the director delivers written notice of the
director's dissent or abstention to
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the presiding officer of the meeting before its adjournment or to the secretary
of the Corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
Section 4.09. Election, Term of Office and Qualification. Directors shall
be elected at each annual meeting of the shareholders by the shareholders
entitled by the articles of incorporation to vote. Directors shall be elected
for a term of one year and shall hold office until their respective successors
are elected and qualified. Directors need not be shareholders of the
Corporation. No decrease in the number of directors provided for by the bylaws
at any time shall have the effect of shortening the term of any incumbent
director.
Section 4.10. Removal. Any director may be removed, either with or
without cause, as provided by law, at the annual meeting of the shareholders, if
the annual meeting notice states that one of the purposes of the meeting is
removal of the director, or at any special meeting of the shareholders, or at
any meeting of the board of directors.
Section 4.11. Resignation. A director may resign by delivering written
notice to the board of directors, its chairman, the president or secretary of
the corporation. A resignation is effective when delivered unless the notice
specifies later effective date.
Section 4.12. Vacancies. Any vacancy occurring on the board of
directors caused by removal, resignation, death or other incapacity, or
increase in the number of directors, may be filled by the board of directors,
or if the directors remaining in office constitute fewer than a quorum of the
board, they may fill the vacancy by the affirmative vote of a majority of all
the directors remaining in office. The new director shall serve until the
expiration of the term for which the director's predecessor was elected.
Shareholders shall be notified of any increase in the number of directors and
of the name, address, and principal occupation of any director elected by the
board of directors to fill any vacancy, whether caused by an increase or
otherwise, in the next mailing sent to the shareholders following any such
increase or election. If the vote of the remaining members of the board of
directors shall result in a tie, such vacancy shall be filled by vote of the
shareholders at a special meeting called for such purpose.
Section 4.13. Compensation of Directors. The board of directors is
empowered and authorized to fix and determine the compensation of the directors.
Until such time as the board of directors shall choose to act in this matter,
members of the board of directors shall receive no compensation for acting in
such capacity.
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ARTICLE V
Executive Committee
Section 5.01. Designation of Executive Committee. The board of
directors may, by resolution adopted by a majority of all the directors in
office at the time, from time to time, designate one or more of its members to
constitute an executive committee. The board of directors shall have the power
at any time to increase or decrease the number of members of the executive
committee, to fill vacancies thereon, to change any member thereof, and to
change the functions or terminate the existence thereof.
Section 5.02. Powers of the Executive Committee. During the intervals
between meetings of the board of directors, and subject to such limitations as
may be required by law or by resolution of the board of directors, an executive
committee shall have and may exercise all of the authority of the board of
directors, except that an executive committee shall not have authority to (i)
authorize distributions, except a committee (or an executive officer of the
Corporation designated by the board of directors) may authorize or approve
reacquisition of shares or other distribution if done according to a formula or
method or within a range, prescribed by the board of directors; (ii) approve or
propose to shareholders action that is required by law to be approved by
shareholders; (iii) fill vacancies on the board of directors or on any of its
committees; (iv) amend the articles of incorporation; (v) adopt, amend or
repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval;
and (vii) authorize or approve the issuance or sale or a contract for sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except the board of directors may
authorize a committee (or an executive officer of the Corporation designated by
the board of directors) to take such action within the limits prescribed by the
board of directors.
Section 5.03. Meetings; Procedure; Quorum. Regular meetings of an
executive committee may be held, without notice, at such time and place as
may from time to time, be fixed by resolution of the executive committee.
Special meetings of an executive committee may be called at any time by any
member of the executive committee. Notice of such special meeting shall be sent
to each member of the executive committee at the member's residence or usual
place of business by letter, telegram, telex, telecopy or other document
transmitted electronically at such time that, in regular course, such notice
would reach such place not later than during the day immediately preceding the
day for such meeting; or may be delivered to a member personally at any time
during such immediately preceding day. Notice of any such meeting need not be
given to a member of an executive committee who has waived such notice, either
in writing or by telegram, telex, telecopy or other document transmitted
electronically arriving either before or after such meeting, or who shall be
present at the meeting. Any meeting of an
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executive committee shall be a legal meeting, without notice thereof having been
given, if all the members of the executive committee who have not waived notice
thereof in writing or by telegram, telex, telecopy, or other document
transmitted electronically shall be present in person. A majority of the members
of an executive committee, from time to time, shall be necessary to constitute a
quorum for the transaction of any business, and the act of a majority of the
members at a meeting at which a quorum is present shall be the act of the
executive committee. The members of an executive committee shall act only as a
committee, and the individual members shall have no power as such. All minutes
of meetings of an executive committee shall be submitted at the next succeeding
meeting of the board of directors for approval; but failure to submit the same
or to receive the approval thereof shall not invalidate any completed or
incomplete action taken by the Corporation upon authorization by an executive
committee prior to the time at which the same shall have been, or were,
submitted as above provided.
Section 5.04. Other Committees. The board of directors by resolution
adopted by majority vote of all the directors may appoint one or more other
committees from among its members as the board of directors determines to be
necessary, which committees shall have such powers and duties as prescribed by
the board of directors from time to time. Sections 5.01 through 5.03 of these
bylaws governing meetings, notice, and quorum and voting requirements of an
executive committee, apply to any other committees created by the board of
directors.
ARTICLE VI
Officers of the Corporation
Section 6.01. Election. At its annual meeting, the board of directors shall
elect a president, one or more vice presidents, (if the board of directors deems
such officers necessary), a secretary, and a treasurer, and such assistants and
other officers as it may decide upon, for a term of one (1) year. Any two (2) or
more offices may be held by the same person. If the annual meeting of the board
of directors is not held at the time designated in these bylaws, such failure
shall not cause any defect in the corporate existence of the Corporation,
but the officers for the time being shall hold over until their successors are
chosen and qualified, unless sooner removed as provided for by applicable law.
Section 6.02. Vacancies. Whenever any vacancies occur in any office by
death, resignation, increase in the number of officers of the Corporation, or
otherwise, such vacancy shall be filled by the board of directors, or by
the officer who had originally appointed the predecessor officer, and the
officer so elected shall hold office until his successor is chosen and
qualified, unless sooner removed as provided for by applicable law.
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Section 6.03. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time by the board of directors, or if the
officer to be removed was appointed by another officer, then the appointing
officer may so remove the appointed officer.
Section 6.04. President. The president shall be the chief executive
officer of the Corporation. The president shall preside at all meetings of the
shareholders and of the board of directors, and, subject to the approval of the
board of directors, shall direct the policies and management of the
Corporation. The president shall discharge all the duties inherent to a
presiding officer and perform such other duties as from time to time may be
assigned by the board of directors or as prescribed by law or these bylaws.
Section 6.05. Vice President. The vice president shall perform all
duties incumbent upon the president during the absence or disability of the
president, and perform such other duties as these bylaws may require or the
board of directors may prescribe; provided, that if the board of directors
elects more than one (1) vice president, their respective right to act during
the absence or disability of the president shall be in the order in which their
respective names appear in the resolution, or resolutions, electing such vice
presidents.
Section 6.06. Secretary. The secretary shall attend all meetings of the
shareholders and of the board of directors, and shall keep, or cause to be kept
a true and complete record of the proceedings of such meetings, and shall
perform a like duty for all standing committees appointed by the board of
directors, when required. The secretary shall attend to the giving and serving
of all notices of the Corporation, shall authenticate the records of the
Corporation, shall, unless the board of directors provides otherwise, maintain
the records required under Section 7.01 of these bylaws and shall perform such
other duties as these bylaws may require or the board of directors may
prescribe.
Section. 6.07. Treasurer. The treasurer shall maintain a correct and
complete record of accounts showing accurately at all times the financial
condition of the Corporation. The treasurer shall be the legal custodian of
all monies, notes, securities and other valuables which may from time to time
come into the possession of the Corporation. The treasurer shall immediately
deposit all funds of the Corporation in a bank or other depository to be
designated by the board of directors and shall keep such bank account in the
name of the Corporation. In the event no vice presidents have been elected by
the board of directors, the treasurer shall perform all duties incumbent upon
the president during the absence or disability of the president.
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Section 6.08. Assistant Officers. Assistants to any duly elected or
appointed officer of the corporation may be appointed by the board of
directors, the president of the Corporation or by the officer for whom the
assistant officer is appointed to serve. Such assistant officers shall have
such powers and duties as the officers whom they are elected to assist shall
specify and delegate to them and such other powers and duties as these bylaws
or the board of directors or the appointing officer may prescribe. An
assistant secretary may, in the event of the absence or disability of the
secretary, attest to the execution by the Corporation of all documents.
Section 6.09. Delegation of Authority. In case of the absence of any
officer of the Corporation, or for any other reason that the board of directors
may deem sufficient, the board of directors may delegate the powers or duties
of such officer to any other officer or to any director, for the time being,
provided a majority of the entire board of directors concurs therein.
ARTICLE VII
Records and Execution of Documents
Section 7.01. Required Records.
(a) The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record of all
actions taken by the shareholders or board of directors without a
meeting, and a record of all actions taken by a committee of the
board of directors in place of the board of directors on behalf of the
Corporation.
(b) The Corporation shall maintain appropriate accounting records.
(c) The Corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by
class of shares showing the number and class of shares held by each.
(d) The Corporation shall maintain its records in written form or in
another form capable of conversion into written form within a
reasonable time.
(e) The Corporation shall keep a copy of the following records at its
principal office:
(1) Its articles or restated articles of incorporation and all
amendments to them currently in effect.
(2) Its bylaws or restated bylaws and all amendments to them
currently in effect.
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(3) Resolutions adopted by its board of directors with respect to one
(1) or more classes or series of shares and fixing their
relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding.
(4) The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past
three (3) years.
(5) All written communications to shareholders generally within the
past three (3) years, including the financial statements
furnished for the past three (3) years under Indiana Code Section
23-1-53-1.
(6) A list of the names and business addresses of its current
directors and officers.
(7) Its most recent annual report delivered to the secretary of
state under Indiana code 23-1-53-3.
(f) A shareholder shall be entitled to inspect and copy any of the
records described in subsection (e) in accordance with Indiana Code
Section 23-1-52-2(a).
Section 7.02. Execution of Contracts and Other Documents. All contracts
and agreements entered into by the Corporation and all checks, drafts and bills
of exchange, and orders for the payment of money shall, unless otherwise
directed by the board of directors or required by law, be signed by the
president.
ARTICLE VIII
AMENDMENTS
The power to make, alter, amend or repeal these bylaws is vested in the
board of directors of the Corporation.
The foregoing Code of Bylaws of the Corporation were duly adopted by the
board of directors of the Corporation on the 3rd day of SEPTEMBER, 1992.
/s/ Michael A. Shure
--------------------------------
Michael A. Shure,
Secretary of the Corporation