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METPATH INVESTMENT COMPANY, INC.
Incorporated under the laws of the State of Delaware
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By-Laws
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Approved January 27, 1989
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METPATH INVESTMENT COMPANY, INC.
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BY-LAWS
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ARTICLE I.
Offices of the Corporation
Section 1. Principal Office. The principal office of the corporation
within the State of Delaware shall be at such address within the State of
Delaware as may be fixed by the Board of Directors.
Section 2. Other Offices. The Board of Directors may establish and
discontinue, from time to time, other offices and places of business as it deems
advisable and proper for the conduct of the corporation's busineSection
ARTICLE II.
Meetings of Stockholders
Section 1. Place of Meeting. All meetings of stockholders of the
corporation may be held at such place, within or without the State of Delaware,
as may be fixed from time to time by the Board of Directors.
Section 2. Annual Meeting. The annual meeting of stockholders for the
election of directors and consideration of such other business as may come
before the meeting shall be held on the fourth Friday in February of each year
or at such other date and time as is designated by resolution of the Board of
Directors and as set forth in the notice of the meeting.
Section 3. Special Meetings. Special meetings of the stockholders shall
be called by the Secretary upon order of a majority of the Board of Directors,
the Chairman of the Board, the President or at the request in writing of the
stockholders who together own of record not less than a majority of the shares
of stock of the corporation issued and outstanding and entitled to vote at such
meetings.
Section 4. Notice of Meetings. Notice of each annual or special meeting
of the stockholders shall be served personally by mail, telex, rapifax or cable
upon each stockholder of record entitled to vote thereat at such address as
appears on the books of the corporation
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at the time such notice is dispatched or at such other address as is provided by
the stockholder or its agent and reasonably relied upon by the Secretary of the
corporation. Service of such notice shall be made not less than ten nor more
than sixty days before the meeting date.
Section 5. Waiver of Notice. A written waiver, signed by a person
entitled to notice, whether before or after the time of such required notice,
shall be deemed equivalent to notice. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by such stockholder.
Section 6. Chairman and Secretary of Meeting. The Chairman of the
Board, or, in his absence, the President or, in the absence of both, by a
chairman chosen by a majority of stockholders entitled to vote at the meeting
who are present in person or by proxy, shall call to order and preside at
meetings of stockholders, and the Secretary of the corporation, or, in his
absence, any person appointed by the chairman of the meeting shall act as
secretary of the meeting.
Section 7. Voting Rights. Unless otherwise provided in the Certificate
of Incorporation forming this corporation or other certificate filed pursuant to
law, every stockholder of record shall be entitled at every meeting of the
stockholders of the corporation to one vote for every share of stock standing in
his name on the books of the corporation.
Section 8. Record Date. The Board of Directors may prescribe a period,
not exceeding fifty days prior to the date of any meeting of the stockholders or
prior to the last day on which the consent or dissent of a stockholder
effectively may be expressed for any purpose without a meeting, during which no
transfer of stock on the books of the corporation may be made; or in lieu of
prohibiting the transfer of stock may fix a record date not more than sixty nor
less than ten days prior to the date of any meeting of stockholders and prior to
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose without a meeting as the time as of which stockholders
entitled to notice of and to vote at such a meeting or whose consent or dissent
is required or may be expressed for any purpose, as the case may be, shall be
determined, and holders of record of voting stock at such time and no others
shall be entitled to notice of and to vote at such meeting or to express consent
or dissent, as the case may be. 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 of the meeting, except that, if notice is waived or
action is to be taken by the stockholders in writing without a meeting and the
Board of Directors does not set a record date in accordance with the foregoing,
the record date shall be as prescribed by the Delaware General Corporation Law.
Section 9. Quorum and Adjournment. Holders of a majority of the issued
and outstanding stock entitled to vote at the meeting shall constitute a quorum
at all meetings,
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except as otherwise provided by law, by the Certificate of Incorporation or
these By-laws. If, however, such majority, either in person or by proxy, be not
present at any meeting, the stockholders entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from time to time,
without other notice than announcement at the meeting, until the requisite
amount of voting stock shall be present. When the requisite amount of voting
stock is present at an adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally called.
Section 10. Order of BusineSection The order of business at
stockholders' meetings shall be as determined by the chairman of the meeting.
Section 11. Vote of Stockholders. At each meeting of stockholders,
every stockholder entitled to vote shall have the right to vote in person or by
proxy duly appointed by an instrument in writing, executed by such stockholder
or its attorney-in-fact and executed not more than eighteen months prior to the
meeting, unless the instrument provides for a longer period. Upon the demand of
any stockholder, the vote upon any question before the meeting, shall be by
ballot. In a vote by ballot each ballot shall state the number of shares voted
and the name of the stockholder or proxy voting. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, if a quorum is present,
the affirmative vote of a majority of the shares of stock represented at the
meeting shall be the act of the stockholders.
Section 12. Consent of Stockholders in Lieu of Meeting. To the extent
permitted by statute at the time in force, any action required to be taken or
which may be taken at an annual or special meeting of the stockholders of the
corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no such consent shall be effective unless signed by a
sufficient number of holders within sixty days of the earliest dated consent and
delivery to the corporation has been effected within such sixty-day period.
ARTICLE III.
Directors
Section 1. [sic] Election and Term. The directors of the corporation
shall be elected at the annual meting of stockholders for a term of one year and
until their successors are chosen and qualified. Vacancies occurring in the
interim may be filled for the unexpired term by a majority vote of the remaining
directors or, in the case of a tie, at a meeting of the stockholders called for
the purpose. Newly created directorships resulting from an increase
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in the authorized number of directors may be filled by a majority of the
directors elected by all of the stockholders having the right to vote as a
single class for the election of such new directors.
Section 2. Qualification. Directors need not be shareholders.
Acceptance of the office may be expressed orally or in writing, except as
otherwise provided in these By-laws.
Section 3. Number. The number of directors constituting the Board of
Directors of the corporation shall be not less than one nor more than fifteen,
the exact number to be fixed from time to time by resolution adopted by a
majority of the whole Board.
Section 4. General Powers. The business, properties and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
which shall have power to elect the officers of the corporation and fix their
salaries and other compensation, to appoint and direct agents, to grant general
or limited authority to its Chairman, the President and other officers and
agents of the corporation to make, execute and deliver contracts and other
instruments and documents in the name and on behalf of the corporation and under
its seal without specific authority in each case. In addition, the Board may
exercise all of the powers of the corporation and do all lawful acts and things
which are not reserved to the shareholders by statute, the Certificate of
Incorporation or these By-laws.
Section 5. Executive Committee. The Board of Directors may, by
resolution adopted by vote of a majority of the whole Board, designate an
Executive Committee consisting of three or more of the Directors of the
corporation, which Committee shall have and may exercise all the authority of
the Board of Directors with respect to all matters other than:
(a) the submission to stockholders of any action requiring
authorization of stockholders pursuant to statute or
the Certificate of Incorporation;
(b) the filing of vacancies in the Board or in the
Executive Committee;
(c) the fixing of compensation of the directors for serving
on the Board or on any committee of the Board,
including the Executive Committee;
(d) the amendment or repeal of these By-laws or the
adoption of new by-laws; and
(e) the amendment or repeal of any resolution of the Board
which by its terms may be amended or repealed only by
the Board.
Section 6. Other Committees. The Board of Directors may by resolution
adopted by vote of a majority of the whole Board appoint such other committees,
each consisting of one or more Directors and such other persons as the Board may
designate, which shall be
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empowered to perform such functions as may be delegated to such committee or
committees by the Board.
Section 7. Meetings of the Board; Quorum and Manner of Acting. A newly
elected Board may meet and organize immediately after and at the place where the
annual meeting of stockholders is held, and no notice of such meeting shall be
required, provided a majority of the whole Board shall be present, or it may
convene at such place and time or shall be fixed by the consent in writing of
the directors.
Regular meetings of the Board may be held without notice at such time
and place as from time to time may be determined by the Board.
Special meetings of the Board or of any committee thereof may be called
by the Chairman of the Board or the President and shall be called by the
Secretary on the written request of any two directors. Notice of any special
meeting of the Board or any committee thereof shall be given to each director,
or each committee member, as the case may be, not later than the day before the
day on which the meeting is to be held. Such notice may be by prepaid mail
addressed to the director at his/her residence or usual place of business or by
telex, rapifax or cable or be delivered personally, or by telephone. Notice of
any meeting of the Board or of any committee need not be given, however, to any
director, if waived by him in writing, either before or after such meeting be
held, or if he shall be present at the meeting; and any meeting of the Board of
Directors or of any committee shall be a legal meeting without any notice
thereof having been given, if all the members shall be present thereat.
A majority of the directors in office at the time of any regular or
special meeting of the Board or any committee thereof shall be present in person
at such meeting in order to constitute a quorum for the transaction of business;
provided that there shall be required to constitute a quorum a number of
directors present at least equal to the number of directors required for any
valid action of the Board. Any one or more directors or committee members may
participate in any meeting of the Board or any committee thereof by means of a
conference telephone or similar communications equipment permitting all persons
participating in such meeting to hear each other at the same time, participation
by such means to constitute presence in person at such meeting. Except as
otherwise required by statute, by the Certificate of Incorporation or these
By-Laws, the act of a majority of the directors or committee members present at
any such meeting at which a quorum is present shall be the act of the Board of
Directors or any committee thereof. In the absence of a quorum, a majority of
the directors or committee members present may adjourn the meeting from time to
time until a quorum be had. Notice of any adjourned meeting need not be given.
Action by the Board or any committee thereof may be taken without a
meeting provided that all members of the Board or committee consent in writing
to the adoption of a
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resolution authorizing such action and such resolution and written consent are
filed with the minutes of the proceedings of the Board or committee.
Section 8. Resignations and Removal of Directors. Any director of the
corporation may resign at any time by giving written notice of his resignation
to the Chairman of the Board, the President or the Secretary. Such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any director may be removed, for or
without cause, at any time, by the affirmative vote of the holders of record of
a majority of the issued and outstanding stock entitled to vote for the election
of directors. Any director may be removed for cause by the Board of Directors at
a special meeting thereof.
Section 9. Dividends. Subject to the provisions of law and the
Certificate of Incorporation, the Board shall have the power to determine
whether any, and if so what part, of the funds legally available for the payment
of dividends shall be declared in dividends and paid.
ARTICLE IV.
Officers
Section 1. Officers. The elected officers of the corporation may
include a Chairman of the Board (who shall be a director), a President, and one
or more Vice Presidents, a Treasurer, a Controller and a Secretary. The Board of
Directors may elect or appoint, or the Chairman of the Board may appoint such
other officers (including one or more Assistant Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, one or more Assistant
Controllers and one or more group or division officers) and such other assistant
officers and agents as, from time to time, may appear to be necessary or
advisable in the conduct of the affairs of the corporation. The same person may
be elected or appointed to two or more offices except that no person shall
simultaneously hold the offices of President and Secretary. So far as
practicable, all elected officers shall be elected at the organization meeting
of the Board, in each year, and shall hold office until the organization meeting
of the Board in the next subsequent year and until their respective successors
are chosen. All officers shall hold office at the pleasure of the Board. If any
vacancy occurs in any office, the Board of Directors or the Chairman of the
Board or the President, as provided above, may elect or appoint a successor to
fill such vacancy for the remainder of the term.
Section 2. Resignations and Removal of Officers. Any officer of the
corporation may resign at any time by giving written notice of his resignation
to the Board, the Chairman of the Board, the President or the Secretary. Any
such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein,
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immediately upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
officer may be removed at any time for or without cause by vote of a majority of
the directors present and eligible to vote at any meeting of the Board of
Directors at which a quorum is present.
Section 3. General Powers. In addition to any authority conferred by
the Board of Directors or these By-laws and without limitation to any authority
inherent in any office to which such person is elected, the Chairman of the
Board, the President, and the Vice Presidents of the Corporation, and each of
them individually, is, authorized and empowered to enter into contracts and to
execute instruments and documents in the name of and on behalf of the
corporation, under the seal of the corporation affixed by the Secretary of the
corporation or otherwise, provided that the foregoing are performed in the
ordinary course of business and in substantial compliance with the applicable
procedures adopted by the corporation, including without limitation, those
procedures pertinent to capital expenditures and investments and the appropriate
request approval procedures pertinent to capital appropriation requests,
purchases, leases, investments and acquisitions and provided further that the
foregoing activities, contracts, instruments and documents are consistent with
the law, the Certificate of Incorporation, these By-laws and any applicable
resolutions of the Board of Directors of the corporation.
Section 4. Chairman of the Board. The Chairman of the Board shall
preside, when present, at all meetings of the Board of Directors and of the
stockholders. The Chairman of the Board, under the direction of the Board of
Directors, shall have the general power and duty of management over the business
of the corporation and such further powers and duties as may be given to him by
the Board of Directors,
Section 5. President. The President shall be the chief executive and
operating officer of the corporation and, under the direction of the Board of
Directors, shall have general and active management, superintendence and
direction of the business, properties and affairs of the corporation. He shall
have such further powers and duties as may be given him by the Board of
Directors or the Chairman of the Board. In the absence or incapacity of the
Chairman of the Board, he shall perform the duties of the Chairman of the Board.
Section 6. Vice Presidents. The Vice Presidents shall perform such
duties and shall have such powers as may be given them by these By-laws, the
Board of Directors, the Chairman of the Board, or the President. From time to
time one of the Vice Presidents may be designated as the Vice President-Finance
and, in such event, the Vice President-Finance shall be the chief financial
officer and shall have administrative responsibility for the financial and
accounting functions of the corporation.
Section 7. Treasurer and Assistant Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all
the funds and securities of the corporation;
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(b) have control of all the books of account of the
corporation;
(c) keep all accounting records of the corporation;
(d) cause all moneys and other valuables to be deposited to
the credit of the corporation in such depositories as
may be designated by the Board of Directors;
(e) receive, and give receipts for, moneys due and payable
to the corporation from any sources whatsoever;
(f) disburse the funds of the corporation and supervise the
investment of its funds as ordered or authorized by the
Board of Directors, taking proper vouchers therefor;
(g) render to the Board of Directors, whenever the Board may
require, an account of the financial condition of the
corporation;
(h) keep a true and accurate record of all property owned by
it, of its debts and of its revenues and expenses; and
(i) in general, perform all the duties incident to the
office of Treasurer and chief financial officer and such
other duties as from time to time may be assigned to him
by the Board of Directors, the Chairman of the Board or
the President.
The Assistant Treasurer shall, in the absence, disability or at the
direction of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time confer.
Section 8. Controller. The Controller shall be the chief accounting
officer of the corporation and shall maintain adequate records of all assets,
liabilities and transactions of the corporation; he shall establish and maintain
internal accounting control, and in cooperation with the independent public
accountants selected by the Board, shall supervise internal auditing. He shall
have such further powers and perform all such duties as from time to time may be
assigned to him by the President or the Board of Directors.
Section 9. Secretary and Assistant Secretary. The Secretary shall:
(a) attend in person or by designation of a representative
for such purpose, all meetings of the stockholders and
Board of Directors and record or cause to be recorded
and keep or cause to be kept in one or more
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books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of
the Board and the shareholders;
(b) see that all notices are duly given in accordance with
the provisions of these By-laws and as required by law;
(c) be custodian of the records and the seal of the
corporation and affix and attest the seal to all stock
certificates of the corporation (unless the seal of the
corporation on such certificates shall be a facsimile,
as hereinafter provided) and affix and attest the seal
to all other documents to be executed on behalf of the
corporation under its seal;
(d) see that the books, reports, statements, certificates
and other documents and records required by law to be
kept and filed are properly kept and filed; and
(e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time
to time may be assigned to him by the Board of
Directors, the Chairman of the Board or the President.
The Assistant Secretary shall, in the absence, disability or at the
direction of the Secretary, perform the duties and exercise the powers of the
Secretary and perform such other duties and have such other powers as the Board
of Directors may from time to time confer.
Section 10. Compensation. The compensation of the officers of the
corporation for their services as such officers shall be fixed from time to time
by the Board of Directors; provided, however, that the Board may delegate to the
President the power to fix the compensation of officers and agents appointed by
such officer. An officer of the corporation shall not be prevented from
receiving compensation by reason of the fact that he is also a director of the
corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.
ARTICLE V.
Capital Stock
Section 1. Payments. All payments for stock of the corporation shall be
received by the Treasurer. Failure to pay an installment upon a stock
subscription when required to be paid by the Board of Directors shall constitute
a forfeiture of the shares of stock in arrears, pursuant to Section 164 of the
Delaware General Corporation Law.
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Section 2. Certificates of Stock. The stock of the corporation shall be
evidenced in certificates certifying the number of shares represented thereby
and in a form consistent with the Certificate of Incorporation and as provided
from time to time by the Board of Directors and such certificate shall be signed
by the Chairman of the Board, the President or a Vice President and the
Secretary or the Treasurer, and may be sealed with the seal of the corporation
or a facsimile thereof. Any or all signatures on such certificate may be a
facsimile. In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate was issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of issue.
Section 3. Transfer Agents and Registrars. The Board of Directors may,
in its discretion, appoint responsible banks or trust companies to act as
transfer agents or registrars of the stock of the corporation; and, upon such
appointments being made, no stock certificates shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars.
Section 4. Transfers. Transfers of stock shall be made on the books of
the corporation only by the person named in the certificate or by attorney
lawfully constituted in writing upon the surrender of a certificate or
certificates for a like number of shares of the same class of stock, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures as the corporation or
its agents may reasonably require. A new certificate shall be issued to the
person entitled thereto and the old certificate cancelled and the transaction
recorded upon the books of the corporation. Any stock transfers or attempted
stock transfers shall be subject to the requirements and limitations set forth
in any written agreement among the stockholders of the corporation, properly
executed and then in effect.
Section 5. Determination of Stockholders of Record for Certain
Purposes. The Board of Directors may fix a time, not exceeding fifty days
preceding the date fixed for the payment of any dividend, or the making of any
distribution or for the delivery of evidences of rights or evidences of interest
arising out of any change, conversion or exchange of capital stock, as a record
time for the determination of the stockholders entitled to receive any such
dividend, distribution, rights or interest. The Board of Directors at its
option, in lieu of so fixing a record time, may prescribe a period not exceeding
fifty days prior to the date for such payment, distribution or delivery during
which no transfer of stock on the books of the corporation may be made.
Section 6. Stockholders of Record Recognized. The corporation shall be
entitled to treat the holder of record of any stock certificate as the holder in
fact and owner of the shares represented thereby and shall not be bound to
recognize any equitable claim to or interest in such stock on the part of any
other person, whether or not it shall have express or other notice thereof save
as expressly provided by the laws of Delaware.
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Section 7. Lost Certificate. In case any certificate of stock alleged
to be lost or destroyed, the Board of Directors, in its discretion, may
authorize the issuance of a substitute certificate in place of the certificate
alleged to be so lost or destroyed, and may cause such substitute certificate to
be countersigned by the appropriate transfer agent and registered by the
appropriate registrar; provided, that, in each such case, the applicant for a
substitute certificate shall furnish to the corporation and to such of its
transfer agents and registrars as may require the same, evidence to their
satisfaction, in their discretion, of the loss or destruction of such
certificate and of the ownership thereof, and also such security and indemnity
as may by them be required.
ARTICLE VI.
Seal
Section 1. Seal. The seal of the corporation shall be in such form as
shall be approved by the Board of Directors.
Section 2. Affixing and Attesting. The seal of the corporation shall be
in the custody of the Secretary, who shall have power to affix it to the proper
corporate instruments and documents, and who shall attest it. In his absence it
may be affixed and attested by the Assistant Secretary or Treasurer. The
transfer agent of the stock of the corporation may have a facsimile thereof and
affix the same to stock certificates issued by it.
ARTICLE VII.
Miscellaneous
Section 1. Loans. When expressly authorized by the Board of Directors,
the Chairman of the Board, President, Vice President-Finance, the Treasurer or
other officer designated by the Board may effect loans and advances at any time
on behalf of the corporation from any bank, trust company or other institution,
or from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory notes, bonds, or other certificates or
evidences of indebtedness of the corporation, and no officer or officers shall
mortgage, pledge, hypothecate or transfer any securities or other property of
the corporation, except upon the express authorization of the Board of
Directors. The Chairman of the Board, President, Vice President-Finance or
Treasurer may, without express authorization of the Board, cause the corporation
to borrow money from or lend money to the parent company or ultimate parent
company of the [sic] Corporation or any wholly owned, direct or indirect,
subsidiary of the corporation, subject to legal restrictions or other
requirements as may be established by the Board or stockholders.
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Section 2. Signatures to Negotiable Paper. All checks, drafts, notes
and other negotiable instruments of the corporation shall be signed,
countersigned and endorsed by such directors, officers and agents as the Board
of Directors may designate from time to time or as are designated in accordance
with a resolution of the Board of Directors in effect at the time of such
designation.
Section 3. Delegation of Duties. The Board of Directors may, in its
discretion, delegate the powers or duties of any officer to any other officer or
director.
Section 4. Dividends. Dividends upon the shares of the capital stock of
the corporation may be declared and paid out of the net assets of the
corporation in excess of its capital, as often and at such times as the Board of
Directors may determine, subject to the limitations set forth in the Certificate
of Incorporation and applicable statutes and legal restrictions.
Section 5. Indemnification of Officers and Directors. To the full
extent permitted by law, each officer, director and member of a committee duly
constituted by the Board of Directors and each former officer, director and
committee member of this corporation shall be indemnified by the corporation
against all costs and expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense of any claim, action,
suit or proceeding against him by reason of his being or having been an officer,
director or member of a committee of the Board of Directors of this corporation,
and which have not been recouped by him in any other manner, whether or not
based on matters antedating the adoption of this provision. If any other
unexhausted right of recoupment shall exist, payment of this indemnification
shall be conditioned upon its release or assignment to this corporation.
Section 6. Indemnification of Officers and Directors of Affiliated or
Subsidiary Companies. Each officer and director and former officer and director
of another corporation in which this corporation shall have a financial interest
as an investor or creditor, who serves as such on behalf of this corporation,
shall be indemnified to the extent permitted by law against all costs and
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense of any claim, action, suit or proceeding against him
by reason of his being or having been an officer or director of such
corporation, and which have not been recouped by him in any other manner,
whether or not based on matters antedating the adoption of this provision. If
any other unexhausted right of recoupment shall exist, payment of this
indemnification shall be conditioned upon its release or assignment to this
corporation.
Section 7. Amendment to Conform to Business Corporation Law. If and to
the extent that any provision of Section 5 or Section 6 of this Article VII is
inconsistent with the Delaware General Corporation Law, as in effect from time
to time, such provision shall be deemed to have been amended, mutatis mutandis,
to the extent necessary to make it consistent with such Law.
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Section 8. Signatures to Contracts. Except as otherwise authorized or
required by statute, the Certificate of Incorporation or these By-laws, any
contract or other instrument may be executed and delivered in the name and on
behalf of the corporation by such officer or officers (including any assistant
officer) of the corporation as the Board of Directors or the President of the
Corporation may from time to time direct; provided that the President may not
authorize the execution or delivery of any contract or other instrument if the
same may pose a direct or indirect conflict of interest unless with the prior
approval of the Secretary of the Corporation. Such authority may be general or
confined to specific instances and need not be in writing. Unless otherwise
authorized by the Board or expressly permitted by these by-laws, no officer,
agent or employee shall have the power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.
Section 9. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
ARTICLE VIII.
Amendments
Section 1. Amendments. These By-laws may be altered or repealed, in any
particular, and new By-laws, not inconsistent with any provision of the
Certificate of Incorporation forming this corporation or any certificate filed
pursuant to law or any provision of law, may be adopted, either by the
affirmative vote of the holders of record of a majority in number of the
outstanding shares of stock entitled to vote, given at an annual meeting, or at
any special meeting, or by vote of a majority of the whole Board of Directors,
given at any meeting thereof.
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