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EXHIBIT 3.2
BYLAWS
OF
WAXS INC.
(a Delaware corporation)
Adopted as of February 23, 1998
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing stock in the Corporation shall be signed by, or in the name of, the
Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,
or by the President or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any or
all the signatures on any such certificate may be a facsimile. in case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The Corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions
imposed by the General Corporation Law, the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of the stock of the Corporation shall be uncertificated
shares. Within a reasonable time after the issuance or transfer of any
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uncertificated shares, the Corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The Corporation may, but
shall not be required to, issue fractions of a share. If the Corporation does
not issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the Corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable way be sold by the Corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the Corporation
shall be made only on the stock ledger of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the secretary of the Corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any
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other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty days prior to
such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect
of the right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "shares of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom a General corporation Law confers
such rights notwithstanding that the certificate of incorporation may provide
for more than one class or series of shares of stock, one or more of which are
limited or denied such rights thereunder; provided, however, that no such right
shall vest in the event of an increase or a decrease in the authorized number of
shares of stock of any class or series which is otherwise denied voting rights
under the provisions of the certificate of incorporation, except as any
provision of law may otherwise require.
7. STOCKHOLDER MEETINGS.
--TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the Corporation, and each successive annual meeting shall be
held an a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be hold on the date and at the time fixed by
the directors.
--PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the Corporation in the State
of Delaware.
--CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the meeting.
--NOTICE OR WAIVER OF NOTICE. Written notice of all meetings
shall be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the
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meeting, and shall (if any other action which Could be taken at a special
meeting is to be taken at such annual meeting) state the purpose or purposes.
The notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by any additional statements, information, or
documents prescribed by the General Corporation Law. Except as otherwise
provided by the General Corporation Law, a copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each stockholder at his
record address or at such other address which he may have furnished by request
in writing to the Secretary of the Corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in the United States
Mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.
--STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any meeting of
stockholders.
--CONDUCT OF MEETING. Meetings of the Stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice- President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.
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--PROXY REPRESENTATION. Every stockholder way authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. 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 law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.
--INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. in case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to al Stockholders. On request of the
person presiding at the meeting, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question, or matter determined by him or
them and execute a certificate of any fact found by him or then.
-- QUORUM. The holders of a majority of the outstanding shares
of stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum.
-- VOTING. Except where otherwise provided by the Certificate
of Incorporation as amended, each share of stock shall entitle the holders
thereof to one vote. 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. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provision of the Certificate of
Incorporation and the Bylaws, as amended. In the election of directors, and for
any other action, voting need not be by ballot.
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8. STOCKHOLDER ACTION WITHOUT MEETINGS. No action
required or permitted to be taken by the stockholders of the Corporation at any
annual or special meeting of the stockholders of the Corporation may be taken
without a meeting, and the power to consent in writing, without a meeting, to
the taking of any action is specifically denied.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors of the Corporation. The Board of Directors shall have the authority to
fix the compensation of the members thereof. The use of the phrase "whole board"
herein refers to the total number of directors which the Corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The Board of Directors shall consist of not fewer than three (3)
members and not more than twelve (12) members, the exact number of authorized
directors within such range to be fixed from time to time by a resolution of the
Board of Directors adopted by the affirmative vote of at least a majority of the
total number of authorized directors most recently fixed by the Board of
Directors.
3. ELECTION AND TERM.
(a) The directors of the Corporation shall be divided into
three classes for the purpose of determining their terms of office.
Each such class shall consist, as nearly as possible, of one-third of
the total number of directors fixed by the Board of Directors. At the
annual meeting of stockholders of the Corporation held in 1998, one
class of directors (designated as Class I) shall be elected for a term
expiring at the annual meeting of stockholders of the Corporation held
in 1999, one class of directors (designated as Class II) shall be
elected for a term expiring at the annual meeting of stockholders of
the Corporation held in 2000, and one class of directors (designated as
Class III) shall be elected for a term expiring at the annual meeting
of stockholders of the Corporation held in 2001. At each succeeding
annual meeting of stockholders of the Corporation, beginning in 1999,
successors to the class of directors whose term expires at that annual
meeting shall be elected for a term expiring at the annual meeting of
stockholders of the Corporation held in the third year following the
year of their election.
(b) If the number of directors is changed, then any increase
or decrease in such number shall be apportioned by the Board of
Directors among the classes of directors so as to maintain as nearly as
possible an equal number of directors in each class. No
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reduction in the authorized number of members of the Board of directors
shall have the effect of removing any director from office before that
director's term of office expires.
(c) Vacancies on the Board of Directors and newly created
directorships resulting from an increase in the authorized number of
members of the Board of Directors may be filled only by a majority of
the directors, then in office, although less than a quorum, or by a
sole remaining director.
(d) Each director, including a director elected to fill a
vacancy or a newly created directorship, shall hold office until the
next election of the class of directors to which such director belongs
and until his or her successor is elected and qualified or until his or
her earlier death, resignation, or removal from office for cause.
(e) Any director may resign at any time upon written notice to
the Corporation
(f) Any director or the entire Board of Directors may be
removed from any office at any time but only for cause and only by the
affirmative vote of the holders of at least a majority of the voting
power of all outstanding shares of capital stock of the Corporation
then entitled to vote in an election of directors of the Corporation,
voting as a single class.
(g) A majority of total directors shall constitute a quorum
for the transaction of business.
(h) Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of stock issued by the Corporation shall
have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the
election, term of office, filing of vacancies and other features of
such directorships shall be governed by the terms of the Certificate of
Incorporation of the Corporation applicable thereto, such directors so
elected shall not be divided into classes pursuant to Article VII of
the Certificate of Incorporation, and the number of such directors
shall not be counted in determining the maximum number of directors
permitted under the foregoing provision of Article VII of the Restated
Certificate of Incorporation, in each case unless expressly provided by
such terms.
(i) Nominations of persons for election to the Board of
Directors may be made at a meeting of stockholders of the Corporation
either by or at the direction of the Board of Directors or by any
stockholder or record entitled to vote in the election of directors at
such meeting who has complied with the notice procedures set forth in
this paragraph. A stockholder who desires to nominate a person for
election to the Board of Directors at a meeting of stockholders of the
Corporation and who is eligible to make such nomination must give
timely written notice of the proposed nomination to the secretary of
the Corporation. To be timely, a stockholder's notice given pursuant to
this paragraph must be received at the principal executive office of
the Corporation not less
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than one hundred twenty (120) calendar days in advance of the date
which is one year later than the date of the proxy statement of the
Corporation released to stockholders in connection with the previous
year's annual meeting of stockholders of the Corporation; provided,
however, that if no annual meeting of stockholders of the Corporation
was held in the previous year or if the date of the forthcoming annual
meeting of stockholders has been changed by more than thirty (30)
calendar days from the date contemplated at the time of the previous
year's proxy statement or if the forthcoming meeting is not an annual
meeting of stockholders of the Corporation, then to be timely such
stockholder's notice must be so received not later than the close of
business on the tenth day following the earlier of (a) the day on which
notice of the date of the forthcoming meeting was mailed or given to
stockholders by or on behalf of the Corporation or (b) the day on which
public disclosure of the date of the forthcoming meeting was made by or
on behalf of the Corporation. Such stockholder's notice to the
secretary of the Corporation shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a
director (i) the name, age, business address and residence address of
such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of capital stock of the
Corporation which then are beneficially owned by such person, (iv) any
other information relating to such person that is required by law or
regulation to be disclosed in solicitations of proxies for the election
of directors of the Corporation, and (v) such person's written consent
to being named as a nominee for election as a director and to serve as
a director if elected and (b) as to the stockholder giving notice (i)
the name and address, as they appear in the stock records of the
Corporation, of such stockholder, (ii) the class and number of shares
of capital stock of the Corporation which then are beneficially owned
by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each nominee for election
as director and any other person or persons (naming such person or
persons) relating to the nomination proposed to be made by such
stockholder, and (iv) any other information required by law or
regulation to be provided by a stockholder intending to nominate a
person for election as a director of the Corporation. At the request of
the Board of Directors, any person nominated by or at the direction of
the Board of Directors for election as director of the Corporation
shall furnish to the secretary of the Corporation the information
concerning such nominee which is required to be set forth in a
stockholder's notice of a proposed nomination. No person shall be
eligible for election as a director of the Corporation unless nominated
in compliance with the procedures set forth in this paragraph. The
chairman of a meeting of stockholders of the Corporation shall refuse
to accept the nomination of any person not made in compliance with the
procedures set forth in this paragraph, and such defective nomination
shall be disregarded.
4. MEETINGS.
--TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected board shall be held as
soon after its election as the directors may conveniently assemble.
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--PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.
--CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or of a majority of the directors in office.
--NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
notice or written waiver of notice.
--QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided, that such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum is present,
may adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means or which all persons participating in
the meeting can hear each other.
--CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, shall preside at all meetings. otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall preside.
5. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of
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one or more of the directors of the Corporation. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of any such committee or committees, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution or the Board, shall have and may exercise the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation with the exception of any authority the delegation of which is
prohibited by Section 141 of the General Corporation Law, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
6. WRITTEN ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee thereof may be
taken without a Meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a President,
a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by
the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board,
an Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or Vice-Chairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
Board of Directors following the next annual meeting of stockholders and until
his successor shall have been chosen and qualified.
All officers of the Corporation shall have such authority and
perform such duties in the management and operation of the Corporation as shall
be prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office except
to the extent that such resolutions may be inconsistent therewith. The Secretary
or an Assistant Secretary of the Corporation shall record all of the proceedings
of all meetings and actions in writing of stockholders, directors, and
committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board shall assign to him. Any officer may
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be removed, with or without cause, by the Board of Directors. Any vacancy in any
office may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the Certificate of Incorporation
and the provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.
(SEAL)
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