BY-LAWS
OF
Pegasystems,Inc.
ARTICLE I.
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Articles of Organization
------------------------
All provisions of these by-laws for the regulation and management of
the affairs of the corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in the articles of organization as from time
to time amended. All references in these by-laws to the articles of organization
shall be deemed to refer to the articles of organization of the corporation, as
amended and in effect from time to time.
ARTICLE II.
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Place of Stockholders' Meetings
-------------------------------
Meetings of the stockholders shall be held in Massachusetts or, to the
extent permitted by the articles or organization, elsewhere in the United States
as shall be determined from time to time by the president or the directors and
stated in the notice of the meeting.
ARTICLE III.
------------
Annual Meeting
--------------
There shall be an annual meeting of stockholders at the principal
office of the corporation on the third Tuesday in April in each year, if it be
not a legal holiday and if it be a legal holiday, then at the same hour on the
next succeeding day not a legal holiday unless a different hour or place or both
shall have been determined by the directors and stated in the notice of the
meeting. Purposes for which an annual meeting is to be held additional to those
prescribed by law, by the articles of organization and by these by-laws may be
specified by the directors or by the president and shall be included in the
notice of the meeting by the clerk, or, in case of the death, absence,
incapacity or refusal of the clerk, by another officer upon written application
by one or more stockholders who hold at least one-tenth part in interest of the
capital stock entitled to vote thereon. In the event an annual meeting has not
been held on the date fixed in this article, a special meeting in lieu of the
annual meeting may be held with all the force and effect of an annual meeting.
ARTICLE IV.
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Special Meetings of Stockholders
--------------------------------
Special meetings of stockholders may be called by the president or by
the directors, and shall be called by the clerk, or, in case of the death,
absence, incapacity or refusal of the clerk, by any other officer, upon written
application of one or more stockholders who hold at least one-tenth part in
interest of the capital stock entitled to vote thereat. Such call may be oral or
written and shall state the time, place and purposes of the meeting.
ARTICLE V.
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Notice of Stockholders' Meeting
--------------------------------
A written notice of the place, date and hour of all meetings of
stockholders, stating the purposes of the meeting, shall be given by the clerk
(or other person empowered to call special meetings of stockholders) at least
seven days before the meeting to each stockholder entitled to vote thereat and
to each stockholder who, by law, the articles of organization or these by-laws,
is entitled to such notice, by leaving such notice with him or at his residence
or usual place of business, or by mailing it, postage prepaid, and addressed to
such stockholder at his address as it appears in the records of the corporation.
In case of the death, absence, incapacity or refusal of the clerk or such other
person, such notice may be given by any other officer or by a person designated
either by the clerk or by the person or persons calling the meeting or by the
board of directors.
Whenever notice of a meeting is required to be given to a stockholder
under any provisions of law, of the articles of organization or of these
by-laws, a written waiver thereof, executed before or after the meeting by such
stockholder or his attorney thereunto authorized and filed with the records of
the meeting, shall be deemed equivalent to such notice.
ARTICLE VI.
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Quorum of Stockholders
-----------------------
The holders of a majority in interest of all stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
such matter, but, if a quorum is not present, holders of a lesser interest may
adjourn any meeting from time to time, and the meeting may be held as adjourned
without further notice; except that, if two or more classes of stock are
outstanding and entitled to vote as separate classes, then in the case of each
such class, a quorum shall consist of the holders of a majority in interest of
the stock of that class issued,
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outstanding and entitled to vote. Stock owned directly or indirectly by the
corporation, if any, shall not be deemed outstanding for the purpose of
determining a quorum.
ARTICLE VII.
------------
Proxies and Voting
------------------
Stockholders entitled to vote shall have the number of votes specified
in the articles of organization for each share of stock owned by them and a
proportionate vote for a fractional share. Stockholders may vote in person or by
written proxy dated not more than six months before the meeting named therein.
Proxies shall be filed with the clerk of the meeting, or of any adjournment
thereof, before being voted. Except as otherwise limited therein, proxies shall
entitle the person named therein to vote at any meeting or adjournment of such
meeting but shall not be valid after final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to its exercise the corporation
receives a specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger.
When a quorum is present at any meeting, the holders of a majority of
the stock represented thereat and entitled to vote on any question (or if there
are two or more classes of stock entitled to vote as separate classes, then in
the case of each such class, the holders of a majority of the stock of that
class represented thereat and entitled to vote on any question) other than an
election by stockholders shall, except where a larger vote is required by law,
by the articles of organization or by these by-laws, decide any question brought
before such meeting. Any election by stockholders shall be determined by a
plurality of the votes cast.
Any action to be taken by stockholders may be taken without a meeting
if all stockholders entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings of
stockholders.
ARTICLE VIII.
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Fixing Record Date; Closing Transfer Books
------------------------------------------
The directors may fix in advance a time which, unless a shorter period
is provided in the articles of organization, shall not be more than sixty days
before the date of any meeting of stockholders or the date for the payment of
any dividend or the making of any distribution to stockholders or the last day
on which
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the consent or dissent of stockholders may be effectively expressed for any
purpose, as the record date for determining the stockholders having the right to
notice of and to vote at such meeting and any adjournment thereof or the right
to receive such dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such date shall have
such right, notwithstanding any transfer of stock on the books of the
corporation after the record date. Without fixing such record date the directors
may for any of such purposes close the transfer books for any part or all of
such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining stockholders having the right to notice of and to
vote at any meeting of stockholders shall be the close of business on the day
next preceding the day on which notice of such meeting is given and the record
date for determining stockholders for any other purpose shall be the close of
business on the day on which the board of directors acts with respect to such
purposes.
ARTICLE IX.
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Board of Directors
------------------
Except as conferred upon or reserved to the stockholders by law, the
articles of organization or these by-laws, the business of the corporation shall
be managed by a board of not less than three (except that whenever there shall
be only two stockholders, the number of directors shall be not less than two and
whenever there shall be only one stockholder or prior to the issuance of any
stock, there shall be at least one director) nor more than three directors as
shall be fixed and elected at the annual meeting of stockholders by such
stockholders as have the right to vote thereon. Any such election shall be by
ballot if so requested by any stockholder entitled to vote thereon. During any
year, the board of directors may be enlarged and additional directors elected to
complete the enlarged number, to not more than the maximum number above
specified, by the stockholders at any meeting or by a vote of a majority of the
directors then in office. The stockholders may, at any meeting held for the
purpose during such year, decrease to not fewer than the minimum number above
specified, the number of directors as thus fixed or enlarged and remove
directors to the decreased number.
Subject to the provisions of the articles of organization and to other
provisions of these by-laws, each director shall hold office until the next
annual meeting and until his successor is chosen and qualified. Any director may
resign by delivering his written resignation to the corporation at its principal
office or to the president, clerk, or secretary. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.
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ARTICLE X.
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Powers of Directors
-------------------
The board of directors may exercise all the powers of the corporation
except such as by law, by the articles of organization or by other provisions of
these by-laws are conferred upon or reserved to the stockholders. In the event
of a vacancy in the board of directors, the remaining directors, except as
otherwise provided by law, may exercise all powers of the board until the
vacancy is filled.
ARTICLE XI.
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Committees
----------
The directors may provide for an executive committee or other
committees to be elected from and by the directors and, except as otherwise
provided by law, may delegate to any such committee or committees such of the
powers of the directors as the directors shall designate, may determine the
tenure and composition of such committees, the manner of conducting committee
business, the number of members required to constitute a quorum or required to
take specified types of action and any or all of their other characteristics and
authority. Except as the board of directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the board of directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these by-laws
for the board of directors. All members of such committees shall hold such
offices at the pleasure of the board of directors. The board of directors may
abolish any such committee at any time. The board of directors shall have power
to rescind any action of any committee, but no such rescission shall have
retroactive effect.
ARTICLE XII.
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Meeting of the Board of Directors
and of Committees
---------------------------------
Meetings of the directors may be held within or without Massachusetts.
Regular meetings of the directors may be held without notice if the
time and place of such meetings are fixed by the board, provided that any
director who is absent when the vote fixing such time and place is taken shall
be given notice of such vote. A regular meeting of the directors may be held
without call or formal notice immediately after, and at the same place as, the
annual meeting of stockholders, or the special meeting of stockholders held in
place of such annual meeting.
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Special meetings of the directors may be held at any time and at any
place when called, orally or in writing, by the president, treasurer, or two or
more directors, reasonable notice thereof being given to each director by the
secretary (or, if there be no secretary, by the clerk), or, in case of the
death, absence, incapacity or refusal of the secretary (or the clerk, as the
case may be), by the officer or directors calling the meeting. In any case, the
sending of notice by mail, at least forty-eight hours, or by telegram, at least
twenty-four hours, before the meeting, addressed to the directors at their usual
or last known business or residence addresses, shall be deemed reasonable
notice.
Notice of a meeting need not be given to any director, if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. A
notice or waiver of notice need not specify the purpose of any meeting of the
directors.
Except as the articles or organization or other provisions of these
by-laws otherwise provide, (a) any action required or permitted to be taken at
any meeting of the directors or of any committee thereof may be taken without a
meeting, if all members of the board or of such committee consent to the action
in writing and the written consents are filed with the records of the meetings
of the directors or committee, and such consents shall be treated for all
purposes as a vote at a meeting; and (b) members of the board of directors or of
any committee designated thereby may participate in a meeting of such board or
committee by means of a conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at the
meeting.
ARTICLE XIII.
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Quorum of the Board of Directors
--------------------------------
A majority of the board of directors then in office shall constitute a
quorum for the transaction of business. A number less than a quorum may adjourn
any meeting from time to time, and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting, a majority of the
directors present may take any action on behalf of the board except to the
extent that a larger number is required by law, by the articles of organization
or by other provisions of these by-laws.
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ARTICLE XIV.
------------
Officers and Agents
-------------------
The officers of the corporation shall consist of a president, a
treasurer and a clerk, and such other officers, including but not limited to one
or more vice presidents and a secretary, as the directors may appoint. The
president, who shall be a director, the treasurer and the clerk shall be elected
by the directors at their first meeting following the annual meeting of the
stockholders. The clerk shall be a resident of Massachusetts unless a resident
agent of the corporation shall be appointed as permitted by law. So far as is
permitted by law, any two or more offices may be filled by the same person.
Subject to law, to the articles of organization and to other provisions of these
by-laws, each officer elected by the directors shall hold office until the first
meeting of the board of directors following the next annual meeting of the
stockholders and until his successor is chosen and qualified. Any officer may
resign by delivering his written resignation to the president, clerk, or
secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event. Any officer or agent of the corporation may be required by the directors
to give bond in such amount and with such sureties as the directors may
determine for the faithful performance of his duties. The premiums for such
bonds may be paid by the corporation.
The directors may define the respective tenure, authority and duties of
all officers and agents appointed by them except as other provisions of these
by-laws may fix the tenure, authority or duties of any such officer.
ARTICLE XV.
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The President
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The president shall be the chief executive officer of the corporation
and shall have the powers generally pertaining to that office, subject to the
supervision and direction of the directors. Except as otherwise voted by the
directors, he shall preside at al meetings of the stockholders and of the
directors at which he is present. In addition, the present shall have such other
powers and perform such other duties as the directors may from time to time
prescribe.
ARTICLE XVI.
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Vice President
--------------
In the absence of the president or in case of his inability to act, the
senior vice president in length of service as vice president shall preside at
all meetings of the stockholders and
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directors at which the president, if present, would have presided. Any vice
president shall have such other powers and perform such other duties as the
directors may from time to time prescribe.
ARTICLE XVII.
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Treasurer and Assistant Treasurer
---------------------------------
Subject to the supervision and direction of the directors, the
treasurer shall have general charge of the financial concerns of the corporation
and the care and custody of the funds and valuable papers of the corporation,
except as the directors may otherwise provide. He shall keep, or cause to be
kept, accurate books of account, which shall be the property of the corporation,
and shall have such other powers and perform such other duties as the directors
may from time to time prescribe.
Any assistant treasurer shall have such powers and perform such duties
as the directors may from time to time prescribe.
ARTICLE XVIII.
--------------
Clerk and Assistant Clerk
-------------------------
The clerk shall record all proceedings of the stockholders, and, if no
secretary is appointed, of the directors, in a book or books to be kept
therefor.
The clerk shall also keep, or cause to be kept, in Massachusetts, the
original, or attested copies, of the articles of organization, by-laws, and
records of all meetings of incorporators and stockholders for inspection by
stockholders at the principal office of the corporation or at the office of the
clerk or of a transfer agent or the resident agent if any be appointed. Unless a
transfer agent is appointed, the clerk shall also keep or cause to be kept at
any such office the stock and transfer records, which shall contain the names of
all stockholders and the record address and the amount of stock held by each,
for inspection by stockholders. Any such inspection by a stockholder of the
articles of organization, by-laws, records of meetings of the incorporators or
stockholders, or the stock and transfer records must be at a reasonable time and
for a proper purpose, but not to secure a list of stockholders for the purpose
of selling said list of copies thereof or of using the same for a purpose other
than in the interest of the applicant, as a stockholder, relative to the affairs
of the corporation.
Said copies and records need not all be kept in the same office.
Any assistant clerk shall have the powers and perform the duties of the
clerk in his absence or in case of his inability to
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act and shall have such other powers and duties as the directors may from time
to time prescribe. If neither the clerk nor any assistant clerk is present at
any meeting of the stockholders, a temporary clerk to be designated by the
person presiding at the meeting shall perform the duties of the clerk.
ARTICLE XIX.
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Secretary and Assistant Secretary
---------------------------------
If a secretary is appointed, he shall record all proceedings of the
directors in a book to be kept therefor. In the absence of the secretary at any
such meeting, an assistant secretary, or, if none, a temporary secretary
designated by the person presiding at the meeting shall record the proceedings
of such meeting in the record book.
Any assistant secretary shall have the powers and perform the duties of
the secretary in his absence or in case of his inability to act and shall have
such other powers and duties as the directors may from time to time prescribe.
ARTICLE XX.
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Removals
--------
Except as the articles of organization provide otherwise, directors,
including persons elected by directors to fill vacancies on the board, may be
removed from their respective offices with or without cause by the vote of the
holders of a majority of the shares entitled to vote in the election of such
directors and such stockholders may likewise elect successors; provided, that
the directors of a class elected by a particular class of stockholders may be
removed, and their successors may be elected, only by the vote of the holders of
a majority of the shares of such class. Officers may be removed from their
respective offices with or without cause by vote of a majority of the directors
then in office; provided, that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the board of directors.
Directors may be removed from office for cause by vote of a majority of the
directors then in office after reasonable notice and opportunity to be heard;
vacancies so created may be filled by the directors pending the filling of such
vacancies by such stockholders.
ARTICLE XXI.
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Vacancies
---------
Except as the articles of organization provide otherwise, any vacancy
in the board of directors, however occurring, including a vacancy resulting from
resignation of a director or enlargement of
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the board, and any vacancy in any other office, however occurring, may be filled
by the directors or the remaining directors, though less than a quorum, unless
such vacancy, if in the office of director, shall have been filled by the
stockholders. Successors so elected shall hold office for the unexpired term,
subject to the provisions of Article XX of these by-laws. In lieu of filling any
vacancy in the board of directors, the stockholders, in accordance with Article
IX of these by-laws, may reduce the number of directors, but not to a number
less than three or less than the number of stockholders, if less than three.
ARTICLE XXII.
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Certificates of Stock
---------------------
Each stockholder shall be entitled to a certificate stating the number
and the class and the designation of the series, if any, of the shares held by
him in the corporation, and setting forth any other information required by law,
in such form as shall, in conformity with law, be prescribed from time to time
by the board of directors. Such certificate shall be signed by the president or
a vice president and by the treasurer or an assistant treasurer. Such signatures
may be facsimiles if the certificate is signed by a transfer agent or by a
registrar, other than a director, officer, or employee of the corporation. In
case any officer who has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the time of its issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the articles of organization, these by-laws
or any agreement to which the corporation is a party, shall have the restriction
noted conspicuously on the certificate and shall also set forth on the face or
back either the full text of the restriction or a statement of the existence of
such restriction and a statement that the corporation will furnish a copy
thereof to the holder of such certificate upon written request and without
charge. Every certificate issued when the corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized to
be issued or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
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ARTICLE XXIII.
--------------
Transfer of Shares of Stock
---------------------------
Subject to the restrictions on transfer, if any, imposed by the
articles of organization or these by-laws, noted conspicuously on the
certificate and set forth or referred to on the certificate in the manner
required by law and these by-laws, and to notice of adverse claims afforded in
the manner required by law, title to a certificate of stock and to the shares
represented thereby may be transferred (with the effects provided by law) by
delivery of the certificate, but such transfer shall be effective as to third
persons only when an appropriate person shall have signed on it or on a separate
document an assignment or transfer of such certificate and of the shares or any
of them represented thereby or a power to assign or transfer them or when the
signature of such person is written without more upon the back of such
certificate. Such indorsement may be in blank or may specify the person to whom
such certificate and shares are to be transferred or who has power to transfer
it. When any certificate of stock is presented to the corporation with a request
to register transfer of the same and of the shares represented thereby or any of
them, the corporation shall register the transfer as requested if there are on
or with such certificate the necessary indorsements aforesaid and if reasonable
assurance is given to the corporation that such indorsements or assignments or
power, one or more, are genuine and effective and if the corporation has no duty
to inquire into adverse claims or has discharged such duty and if any and all
applicable laws relating to the collection of taxes have been complied with and
if such transfer is in fact rightful or is to a bona fide purchaser. Prior to
due presentment for registration of such a transfer, the corporation may treat
the registered owner appearing on its books as the person exclusively entitled
to vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. Nothing herein contained shall be construed to affect the
liability of the owner of shares registered on the books of the corporation for
calls, assessments or the like.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
ARTICLE XXIV.
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Restrictions on Transfer
------------------------
The following restrictions are imposed upon the transfer of shares of
the capital stock of the corporation:
The corporation shall have the right to purchase, or to direct the
transfer of, the shares of its capital stock in the events and subject to the
conditions and at a price fixed as provided below; each holder of shares of such
capital stock holds his shares
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subject to this right and by accepting the same upon original issue or
subsequent transfer thereof, the stockholder agrees for himself, his legal
representatives and assigns as follows:
In the event of any change in the ownership of any share or shares of
such capital stock (made or proposed) or in the right to vote thereon (whether
by the holder's act or by death, legal disability, operation of law, legal
processes, order of court, or otherwise, except by ordinary proxies or powers of
attorney) the corporation has the right to purchase such share or all or any
part of such shares or to require the same to be sold to a purchaser or
purchasers designated by the corporation or to follow each such method in part
at a price per share equal to the fair value thereof at the close of business on
the last business day next preceding such event as determined by mutual
agreement or, failing such agreement, by arbitration as provided below.
In any such event the owner of the share or shares concerned therein
(being for the purposes of these provisions, all persons having any property
interest therein) shall give notice thereof in detail satisfactory to the
corporation. Within ten days after receipt of said owner's notice, the
corporation shall elect whether or not to exercise its said rights in respect of
said shares and, if it elects to exercise them, shall give notice of its
election.
Failing agreement between the owner and the corporation as to the price
per share to be paid, such price shall be the fair value of such shares as
determined by three arbitrators, one designated within five days after the
termination of said ten-day period by the registered holder of said share or
shares or his legal representatives, one within said period of five days by the
corporation and the third within five days after said appointment last occurring
by the two so chosen. Successor arbitrators, if any shall be required, shall be
appointed, within reasonable time, as nearly as may be in the manner provided as
to the related original appointment. No appointment shall be deemed as having
been accomplished unless such arbitrator shall have accepted in writing his
appointment as such within the time limited for his appointment. Notice of each
appointment of an arbitrator shall be given promptly to the other parties in
interest. Said arbitrators shall proceed promptly to determine said fair value.
The determination of the fair value of said share or shares by agreement of any
two of the arbitrators shall be conclusive upon all parties interested in such
shares. Forthwith upon such determination the arbitrators shall mail or deliver
notice of such determination to the owner (as above defined) and to the
corporation.
Within ten days after agreement upon said price or mailing of notice of
determination of said price by arbitrators as provided below (whichever shall
last occur), the shares specified therein for purchase shall be transferred to
the corporation or to the
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purchaser or purchasers designated therein or in part to each as indicated in
such notice of election against payment of said price at the principal office of
the corporation.
If in any of the said events, notice therefor having been given as
provided above, the corporation elects in respect of any such shares or any part
thereof not to exercise its said rights, or fails to exercise them or to give
notice or make payment all as provided above, or waives said rights by vote or
in authorized writing, then such contemplated transfer or such change may become
effective as to those shares with respect to which the corporation elects not to
exercise its rights or fails to exercise them or to give notice or to make
payment, if consummated within thirty days after such election, failure or
waiver by the corporation, or within such longer period as the corporation may
authorize.
If the owner's notice in respect of any of such shares of capital stock
is not received by the corporation as provided above, or if the owner fails to
comply with these provisions in respect of any such shares in any other regard,
the corporation, at its option and in addition to its other remedies, may
suspend the rights to vote or to receive dividends on said shares, or may refuse
to register on its books any transfer of said shares or otherwise to recognize
any transfer or change in the ownership thereof or in the right to vote thereon,
one or more, until these provisions are complied with to the satisfaction of the
corporation; and if the required owner's notice is not received by the
corporation after written demand by the corporation it may also or independently
proceed as though a proper owner's notice has been received at the expiration of
ten days after mailing such demand, and, if it exercises its rights with respect
to said shares or any of them, the shares specified shall be transferred
accordingly.
In respect of these provisions with respect to the transfer of shares
of capital stock, the corporation may act by its board of directors. Any notice
or demand under said provisions shall be deemed to have been sufficiently given
if in writing delivered by hand or addressed by mail postpaid, to the
corporation at its principal office or to the owner (as above defined) or to the
holder registered on the books of the corporation (or his legal representative)
of the share or shares in question at the address stated in his notice or at his
address appearing on the books of the corporation.
Nothing herein contained shall prevent the pledging of shares, if there
is neither a transfer of the legal title thereto nor a transfer on the books of
the corporation into the name of the pledgee, but no pledgee or person claiming
thereunder shall be entitled to make or cause to be made any transfer of pledged
shares by sale thereof or otherwise (including in this prohibition transfer on
the books of the corporation into the name of the
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pledgee) except upon compliance herewith and any such pledge shall be subject to
those conditions and restrictions.
The provisions contained in this Article XXIV (a) shall not apply to
any transfer to or in trust for the benefit of any stockholder of the
corporation, any partner of any stockholder of the corporation, or any member of
the immediate family of any such stockholder or partner, and (b) shall terminate
upon the occurrence of the initial public offering of the corporation's capital
stock (registered pursuant to the Securities Act of 1933 or successor statute,
or exempt from registration by reason of Regulation A, or successor regulation,
thereunder).
ARTICLE XXV.
------------
Loss of Certificate
-------------------
The directors may, subject to law, determine the conditions upon which
a new certificate of stock may be issued in place of any certificate alleged to
have been lost, mutilated or destroyed. They may, in their discretion, require
the owner of a lost, mutilated or destroyed certificate, or his legal
representative, to give a bond, sufficient in their opinion, with or without
surety, to indemnify the corporation against any loss or claim which may arise
by reason of the issue of a certificate in place of such lost, mutilated or
destroyed stock certificate.
ARTICLE XXVI.
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Issuance of Capital Stock
-------------------------
The board of directors shall have the authority, without offering the
same or any part thereof to the stockholders for subscription, to issue or
reserve for issue from time to time the whole or any part of the capital stock
of the corporation which may be authorized from time to time, to such persons or
organizations, whether or not stockholders of this corporation, for such
consideration, whether cash, property, services or expenses, or as such stock
dividends, and on such terms as the board of directors may determine, including
without limitation the granting of options, warrants, or conversion or other
rights to subscribe to said capital stock.
ARTICLE XXVII.
--------------
Seal
----
The board of directors shall have power to adopt and alter the form of
seal of the corporation.
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ARTICLE XXVIII.
---------------
Execution of Papers
-------------------
Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the corporation shall be signed by the president or by the
treasurer.
ARTICLE XXIX.
-------------
Fiscal Year
-----------
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall end on the last day of
December of each year.
ARTICLE XXX.
------------
Voting of Securities of Other Corporation
Held by This Corporation
Unless otherwise provided by the board of directors, the president or
treasurer may waive notice of and act on behalf of this corporation, or appoint
another person or persons to act as proxy or attorney in fact for this
corporation with or without discretionary power or power of substitution, at any
meeting of stockholders or shareholders of any other corporation or
organization, any of whose securities are held by this corporation.
ARTICLE XXXI.
-------------
Indemnification
---------------
The corporation shall, to the extent legally permissible, indemnify
each of its directors and officers and persons who serve at its request as
directors or officers of another organization in which it directly or indirectly
owns shares or of which it is a creditor, against all liabilities (including
expenses) imposed upon or reasonably incurred by him in connection with any
action, suit or other proceeding in which he may be involved or with which he
may be threatened, while in office or thereafter, by reason of his acts or
omissions as such director or officer, unless in any proceeding he shall be
finally adjudged not to have acted in good faith in the reasonable belief that
his action was in the best interest of the corporation; provided, however, that
such indemnification shall not cover liabilities in connection with any matter
which shall be disposed of through a compromise payment by such director or
officer, pursuant to a consent decree or otherwise, unless such compromise shall
be approved as in the best interests of the corporation, after notice that it
involves such
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indemnification, (a) by a vote of the directors in which no interested director
participates, or (b) by a vote or the written approval of the holders of a
majority of the outstanding stock at the time having the right to vote for
directors, not counting as outstanding any stock owned by any interested
director or officer. Such indemnification may include payment by the corporation
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification. The right of indemnification
hereby provided shall not be exclusive of or affect other rights to which any
director or officer may be entitled. As used in this paragraph, the terms
"director" and "officer" include their respective heirs, executors and
administrators, and an "interested" director or officer is one against whom as
such the proceeding in question or another proceeding on the same or similar
grounds is then pending.
Indemnification of employees and other agents of the corporation
(including persons who serve at its request as employees or other agents of
another organization in which it owns shares or of which it is a creditor) may
be provided by the corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence of
which indemnification may be sought. An indemnification to which a person is
entitled under these provisions may be provided although the person to be
indemnified is no longer a director, officer, employee or agent of the
corporation or of such other organization.
ARTICLE XXXII.
--------------
Amendments
----------
These by-laws may be amended or repealed and new by-laws may be made at
any annual or special meeting of the stockholders called for the purpose, of
which the notice shall specify the subject matter of the proposed alteration,
amendment or repeal, or the articles to be affected thereby, except that no
change in the date fixed for the annual meeting shall be made within sixty days
before the date stated in Article III. Notice of any change in such date shall
be given to all stockholders at least twenty days before the new date fixed for
such meeting. If the articles of organization so provide, these by-laws may also
be amended or repealed and new by-laws may be made at any time by vote of a
majority of the directors then [in?] office, except that no change may be made
by the directors in the date fixed for the annual meeting of stockholders except
in conformity with the foregoing provisions respecting such change made by the
stockholders and except that no by-law may be made, amended or repealed by the
directors which alters the provisions of these by-laws with respect to the
number,
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election or removal of directors or the amendment of these by-laws. Not later
than the time of giving notice of the meeting, annual or special, of
stockholders next following the making, amending or repealing by the directors
of any by-laws, notice thereof stating the substance of such change shall be
given to all stockholders entitled to vote on amending the by-laws. Any by-laws
whether adopted by the stockholders or by the directors may be amended or
repealed by the stockholders.
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