Exhibit 3.8
AMENDED AND RESTATED BY-LAWS
OF
NEW ENGLAND CONTAINER CO., INC.
ARTICLE I
ARTICLES OF INCORPORATION AND PROVISIONS LAW
These by-laws, the powers of NEW ENGLAND CONTAINER CO., INC.
(the "Corporation") and of its directors and shareholders and all matters
concerning the conduct and regulation of the business of the Corporation shall
be subject to such provisions in regard thereto, if any, as are provided by law
or set forth in the Articles of Incorporation. All references herein to the
Articles of Incorporation shall be construed to mean the Restated Articles of
Incorporation of the Corporation as from time to time amended.
ARTICLE II
OFFICES
SECTION 2.01. PRINCIPAL OFFICE. The principal office of the
Corporation shall be located in the town of Smithfield or such other place
within or without the State of Rhode Island as may be determined by the Board of
Directors from time to time.
SECTION 2.02. OTHER OFFICES. The Corporation may also have an
office or offices at such other place or places either within or without the
State of Rhode Island as the Board of Directors may from time to time determine
or the business of the Corporation may require.
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ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 3.01. PLACE OF MEETINGS. All meetings of the
shareholders of the Corporation shall be held at the principal office of the
Corporation or at such other place, within or without the State of Rhode Island,
as shall be fixed by the Board of Directors and specified in the respective
notices or waivers of notice of said meetings.
SECTION 3.02. ANNUAL MEETINGS. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may come before the meeting shall be held at 10:00 o'clock in the
forenoon, local time, on the second Monday in January in each year, if not a
legal holiday, and, if a legal holiday, then on the next succeeding business day
not a legal holiday. If such annual meeting is omitted by oversight or otherwise
on the day herein provided therefor, a special meeting may be held in place
thereof, and any business transacted or elections held at such special meeting
shall have the same effect as if transacted or held at the annual meeting. The
purposes for which an annual meeting is to be held, in addition to those
prescribed by law or these-by-laws, may be specified by a majority of the Board
of Directors, the President or a shareholder or shareholders holding of record
at least twenty percent (20%) in voting power of the outstanding shares of the
Corporation entitled to vote at such meeting.
SECTION 3.03. SPECIAL MEETINGS. A special meeting of the
shareholders for any purpose or purposes, unless otherwise
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prescribed by statute, may be called at any time by the President, by order of
the Board of Directors or by a shareholder or shareholders holding of record at
least twenty percent (20%) in voting power of the outstanding shares of the
Corporation entitled to vote at such meeting.
SECTION 3.04. NOTICE OF MEETINGS. Notice of each meeting of
the shareholders shall be given to each shareholder of record entitled to vote
at such meeting at least ten (10) days but not more than sixty (60) days before
the day on which the meeting is to be held. Such notice shall be given by
delivering a written or printed notice thereof personally or by mail. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, addressed to the shareholder at the post office address
of such shareholder as it appears upon the stock record books of the
Corporation, or at such other address as such shareholder shall have provided to
the Corporation for such purpose. No publication of any notice of a meeting of
shareholders shall be required. Every such notice shall state the time and place
of the meeting, and, in case of a special meeting, shall state the purpose or
purposes thereof. Notice of any meeting of shareholders shall not be required to
be given to any shareholder who shall attend such meeting in person or by proxy
or who shall waive notice thereof in the manner hereinafter provided. Notice of
any adjourned meeting of the shareholders shall not be required to be given.
SECTION 3.05. QUORUM. At each meeting of the shareholders, a
majority of the outstanding shares of the
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Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum for the transaction of business. In the absence of a quorum,
a majority of the shares so represented at such meeting, or, in the absence of
all the shareholders entitled to vote, any officer entitled to preside or to act
as secretary at such meeting, may adjourn the meeting from time to time without
further notice. At any such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The absence from any meeting of
shareholders holding a sufficient number of shares required for action on any
given matter shall not prevent action at such meeting upon any other matter or
matters which properly come before the meeting, if shareholders holding a
sufficient number of shares required for action on such other matter or matters
shall be present. The shareholders present or represented at any duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave, less than a quorum.
SECTION 3.06 VOTING. Each shareholder of the Corporation
shall, whether the voting is by one or more classes voting separately or by two
or more classes voting as one class, be entitled to one vote in person or by
proxy for each share of the Corporation registered in the name of such
shareholder on the books of the Corporation. The Corporation shall not vote
directly or indirectly any shares held in its own name. Any vote of shares may
be given by the shareholder entitled to vote
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such shares in person or by proxy appointed by an instrument in writing. At all
meetings of the shareholders at which a quorum is present, all matters (except
where other provision is made by law or by these by-laws) shall be decided by
the affirmative vote of holders of a majority of the shares present in person or
represented by proxy and entitled to vote thereat.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. GENERAL POWERS. The property, affairs and
business of the Corporation shall be managed by the Board of Directors, and the
Board shall have, and may exercise, all of the powers of the Corporation, except
such as are conferred by these by-laws upon the shareholders. The Board of
Directors shall have the power by vote to create from time to time such
committee or committees of directors, officers, employees or other persons
designated by it for the purpose of advising with the Board, and the officers
and employees of the Corporation in all such matters as the Board shall deem
advisable and with such sanctions and duties as the Board shall by vote
prescribe.
SECTION 4.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The
number of directors to constitute the Board of Directors shall be such number,
not less than one (1), as shall be fixed from time to time by the shareholders
at any annual meeting or at any special meeting called for the purpose;
provided, however, that between such meetings of shareholders the number so
fixed may at any time be increased or decreased, subject to the above-specified
limit, by the affirmative vote of
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a majority of the Board of Directors. Directors shall be elected by the
shareholders at each annual meeting of shareholders, or at any special meeting
hold in place thereof, except as provided in this Article IV. Each director
shall hold office until the next annual election of directors and until his
successor shall have been duly elected and qualified, or until the death,
resignation or removal of such directors in the manner herein provided. No
director need be a shareholder.
SECTION 4.03. ELECTION OF DIRECTORS. Subject to any
provisions in the Articles of Incorporation providing for cumulative voting, at
each meeting of the shareholders for the election of directors at which a quorum
is present, the persons receiving the greatest number of votes shall be the
directors, and each shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, for as many nominees as the number of
directors fixed as constituting the Board of Directors and to cast for each such
nominee as many votes as the number of shares which such shareholder is entitled
to vote, without the right to cumulate such votes.
SECTION 4.04 QUORUM AND MANNER OF ACTING. A majority of the
total number of directors at the time in office shall constitute a quorum for
the transaction of business at any meeting, and except as otherwise provided by
these by-laws, the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present may adjourn any meeting
from time to time
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without further notice until a quorum be had. The directors shall act only as a
Board, and the individual directors shall have no power as such.
SECTION 4.05. PLACE OF MEETINGS. The Board of Directors may
hold its meetings at any place within or without the State of Rhode Island as it
may from time to time determine or shall be specified or fixed in the respective
notices or waivers of notice thereof.
SECTION 4.06. ANNUAL MEETING. The Board of Directors shall
meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each annual election
of directors on the same day and at the same place e at which such election of
directors was held. Notice of such meeting need not be given. Such meeting may
be held at any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors or in a
consent and waiver of notice thereof signed by all the directors.
SECTION 4.07. REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held at such-places and at such times as the Board shall
from time to time by vote determine. If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, then the
meeting which would otherwise be held on that day shall be held at the same hour
on the next succeeding business day not a legal holiday. Notice of regular
meetings need not be given.
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SECTION 4.08. SPECIAL MEETINGS; NOTICE. Special meetings of
the Board of Directors shall be held whenever called by the President or any
member of the Board of Directors. Notice of each such meeting shall be given by,
or at the order of, the Secretary or the person calling the meeting to each
director by mailing the same addressed to the director's residence or usual
place of business, or personally by delivery or by telegraph, cable or
telephone, at least five (5) days before the day on which the meeting is to be
held. Every such notice shall state the time and place of the meeting but need
not state the purpose thereof except as otherwise in these by-laws expressly
provided.
SECTION 4.09. PRESUMPTION OF ASSENT. A director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
SECTION 4.10. TELEPHONE MEETINGS. Meetings of the Board of
Directors, regular or special, may be held by means of a telephone conference
circuit and connection to such circuit shall constitute presence at such
meeting.
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SECTION 4.11. REMOVAL OF DIRECTORS. Any director may be
removed, either with or without cause, at any time, by the affirmative vote of
the holders of record of a majority of the issued and outstanding shares
entitled to vote for the election of directors of the Corporation given at a
special meeting of the shareholders called and held for the purpose.
SECTION 4.12. RESIGNATION. Any director of the Corporation
may resign at any time by giving written notice to the Board of Directors or to
the President or to the Secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4.13. VACANCIES. Subject to any provisions of the
Articles of Incorporation providing for cumulative voting, any vacancy in the
Board of Directors caused by death, resignation, removal, disqualification, an
increase in the number of directors, or any other cause, may be filled by a
majority vote of the remaining directors then in office, though less than a
quorum, at any regular meeting or special meeting, including the meeting at
which any such vacancy may arise, or by the shareholders of the Corporation at
the meeting at which any such vacancy may arise or the next annual meeting or
any special meeting, and each director so elected shall hold office until the
next annual election of directors, and until a successor shall have been duly
elected and qualified, or until the death or
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resignation or removal of such director in the manner herein provided.
ARTICLE V
EXECUTIVE COMMITTEE
SECTION 5.01. APPOINTMENT. The Board of Directors may
designate two or more of its members to constitute an Executive Committee. The
designation of such committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.
SECTION 5.02. AUTHORITY. The Executive Committee, when the
Board of Directors is not in session, shall have and may exercise all of the
authority of the Board of Directors except to the extent, if any, that such
authority shall be limited by the resolution appointing the Executive Committee
and except also that the Executive Committee shall not have the authority of the
Board of Directors in reference to amending the Articles of Incorporation,
adopting a plan of merger or consolidation, recommending to the shareholders the
sale, lease or other disposition of all or substantially all of the property and
assets of the Corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, increasing the number of directors
constituting the Board of Directors, filling any vacancies on the Board of
Directors, removing or electing any officer of the Corporation or amending the
by-laws of the Corporation.
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SECTION 5.03. TENURE AND QUALIFICATIONS. Each member of the
Executive Committee shall hold office until the next regular annual meeting of
the Board of Directors following designation and until a successor is designated
as a member of the Executive Committee, and is elected and qualified or until
the death or resignation or removal of such member in the manner herein
provided.
SECTION 5.04. MEETINGS. Regular meetings of the Executive
Committee may be held without notice at such times and places as the Executive
Committee may fix from time to time by resolution. Special meetings of the
Executive Committee may be called by any member thereof upon not less than five
(5) days, notice stating the place, date and hour of the meeting, which notice
may be written or oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail addressed to the member of the Executive
Committee at such member's business address. Any member of the Executive
Committee may waive notice of any meeting and no notice of any meeting need be
given to any member thereof who attends in person. The notice of a meeting of
the Executive Committee need not state the business proposed to be transacted at
the meeting.
SECTION 5.05. TELEPHONE MEETINGS. Meetings of the Executive
Committee may be held by means of a telephone conference circuit and connection
to such circuit shall constitute attendance at such meeting.
SECTION 5.06. QUORUM. A majority of the members of the
Executive Committee shall constitute a quorum for the
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transaction of business at any meeting thereof, and action of the Executive
Committee shall be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.
SECTION 5.07. VACANCIES. Any vacancy in the Executive
Committee may be filled by a resolution adopted by a majority of the full Board
of Directors.
SECTION 5.08. RESIGNATIONS AND REMOVAL. Any member of the
Executive Committee may be removed at any time with or without cause by the
Board of Directors. Any member of the Executive Committee may resign from the
Executive Committee at any time by giving written notice to the Chairman or
Secretary of the Corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.09. PROCEDURE. The Executive Committee may elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these by-laws. It shall keep regular minutes of
its proceedings and report the same to the Board of Directors for its
information at the meeting thereof held next after the proceedings shall have
been taken.
ARTICLE VI
WAIVER OF NOTICE; WRITTEN CONSENT
SECTION 6.01. WAIVER OF NOTICE. Notice of the time, place and
purpose of any meeting of the shareholders, Board of Directors or Executive
Committee may be waived in writing by any
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shareholder or director either before or after such meeting. Attendance in
person, or in case of a meeting of the shareholders, by proxy, at a meeting of
the shareholders, Board of Directors or Executive Committee shall be deemed to
constitute a waiver of notice thereof.
SECTION 6.02. WRITTEN CONSENT OF SHAREHOLDERS. (a) Any action
required or permitted to be taken at a meeting of shareholders by the Rhode
Island Business Corporation Act, as amended from time to time (the "RI Act"), or
the Articles of Incorporation or these by-laws may be taken without a meeting if
all of the shareholders entitled to vote thereon, or their proxies, shall
consent in writing to such action.
(b) To the extent authorized by the Articles of
Incorporation, any action required or permitted to be taken at a meeting of
shareholders may be taken without a meeting upon the written consent of less
than all of the shareholders entitled to vote thereon, or their proxies, to the
extent and in the manner permitted by Section 7-1.1-30.3(b) of the RI Act.
SECTION 6.03. WRITTEN CONSENT OF DIRECTORS. Unless otherwise
restricted by the Articles of Incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors or
Executive Committee may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, shall be signed before or after such
action by all of the directors, or all of the members of the Executive
Committee, as the case may be. Such written consent shall be filed with the
records of the Corporation.
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ARTICLE VII
OFFICERS
SECTION 7.01. NUMBER. The officers of the Corporation shall
be a Chairman, a President, a Secretary, a Treasurer, and such other officers as
the Board of Directors may from time to time appoint, including one or more Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. One person may hold the offices and perform the duties of any two or
more of said officers.
SECTION 7.02. ELECTION, QUALIFICATIONS AND TERMS OF OFFICE.
Each officer shall be elected annually by the Board of Directors, or from time
to time to fill any vacancy, and shall hold office until a successor shall have
been duly elected and qualified, or until the death, resignation or removal of
such officer in the manner hereinafter provided.
SECTION 7.03. REMOVAL. Any officer may be removed by the vote
of a majority of the whole Board of Directors at a special meeting called for
the purpose, whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the officer so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
SECTION 7.04. RESIGNATION. Any officer may resign at any time
by giving written notice to the Board of Directors or to the President or the
Secretary. Any such resignation shall take effect at the date of receipt of such
notice or at any later time
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specified therein; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 7.05. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
for the unexpired portion of the term by the Board of Directors at any regular
or special meeting.
SECTION 7.06. CHAIRMAN. The Chairman shall be a director and
shall preside at all meetings of the Board of Directors and shareholders.
Subject to determination by the Board of Directors, the Chairman shall have
general executive powers and such specific powers and duties as from time to
time may be conferred or assigned by the Board of Directors.
SECTION 7.07. THE PRESIDENT. The President shall be the chief
executive officer of the Corporation and shall have general direction of the
affairs of the Corporation. In addition, the President shall perform such other
duties and have such other responsibilities as the Board of Directors may from
time to time determine. In the absence of the Chairman, the President shall
preside at all meetings of the shareholders.
SECTION 7.08. THE VICE PRESIDENTS. The Vice President, or if
there shall be more than one, the Vice Presidents in the order determined by the
Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
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SECTION 7.09. THE SECRETARY. The Secretary shall record or
cause to be recorded in books provided for the purpose all the proceedings of
the meetings of the Corporation, including the shareholders, the Board of
Directors, Executive Committee and all committees of which a secretary shall not
have been appointed; shall see that all notices are duly given in accordance
with the provisions of these by-laws and as required by law; shall be custodian
of the records (other than financial) and of the seal of the Corporation; and in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned by the Board of Directors or
the President.
SECTION 7.10. THE ASSISTANT SECRETARIES. At the request, or in
absence or disability, of the Secretary, the Assistant Secretary designated by
the Secretary or the Board of Directors shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors, the Chairman, the President or
the Secretary.
SECTION 7.11. THE TREASURER. The Treasurer shall have charge
and custody of, and be responsible for, all funds and securities of the
Corporation, and deposit all such funds to the credit of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of these by-laws; disburse the funds of the Corporation
under the general control of the Board of Directors,
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based upon proper vouchers for such disbursements; receive, and give receipts
for, moneys due and payable to the corporation from any source whatsoever,
render a statement of the condition of the finances of the Corporation at all
regular meetings of the Board of Directors, and a full financial report at the
annual meeting of the shareholders, if called upon to do so; and render such
further statements to the Board of Directors and the President as they may
respectively require concerning all transactions as Treasurer or the financial
condition of the Corporation. The Treasurer shall also have charge of the books
and records of account of the Corporation, which shall be kept at such office or
offices of the Corporation as the Board of Directors shall from time to time
designate; be responsible for the keeping of correct and adequate records of the
assets, liabilities, business and transactions of the Corporation; at all
reasonable times exhibit the books and records of account to any of the
directors of the Corporation upon application at the office of the Corporation
where such books and records are kept; be responsible for the preparation and
filing of all reports and returns relating to or based upon the books and
records of the Corporation kept under the direction of the Treasurer; and, in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned by the Board of Directors or
the President.
SECTION 7.12. THE ASSISTANT TREASURERS. At the request, or in
the absence or disability, of the Treasurer, the Assistant Treasurer designated
by the Treasurer or the Board of
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Directors shall perform all the duties of the Treasurer, and when so acting,
shall have all the powers of the Treasurer. The Assistant Treasurers shall
perform such other duties as from time to time may be assigned to them by the
Board of Directors, the President or the Treasurer.
SECTION 7.13. GENERAL POWERS. Each officer shall, subject to
these by-laws, have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to the respective office, and such
duties and powers as the Board of Directors shall from time to time designate.
SECTION 7.14. BONDING. Any officer, employee, agent or factor
shall give such bond with such surety or sureties for the faithful performance
of his or her duties as the Board of Directors may, from time to time, require.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made
a party, or is threatened to be made a party to, or is involved in any action,
suit or proceeding, whether criminal, administrative or investigative by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
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director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the RI Act, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss (including attorneys
fees, judgments, fines, March 12, 1999ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith; PROVIDED, HOWEVER, that the Corporation
shall indemnify any such person seeking indemnity in connection with any action,
suit or proceeding (or part thereof) initiated by such person only if such
action, suit or proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. Such right shall be a contract right and shall
include the right to be paid by the Corporation expenses incurred in defending
any such proceeding in advance of its final-disposition; PROVIDED, HOWEVER,
that, the payment of such expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director
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or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this Section or otherwise.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
paragraph (a) is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make, it permissible under the RI Act
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standards of conduct set forth in the
RI Act, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant had
not met such applicable standards of conduct,
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shall be a defense to the action or create a presumption that claimant had not
met the applicable standards of conduct.
(c) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by paragraphs (a) and (b) shall not be exclusive of any other right which
such person may have or hereafter acquire under any statute, provision of the
Restated Articles of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Rhode Island Act.
ARTICLE IX
EXECUTION OF DOCUMENTS
SECTION 9.01. CONTRACT, ETC., HOW EXECUTED. Unless the Board
of Directors shall otherwise determine, the Chairman, the President, any
Vice President or the Treasurer may enter into any contract or execute any
contract or other instrument, the execution of which is not otherwise
specifically provided for, in the name and on behalf of the Corporation. The
Board of Directors, except as in these by-laws otherwise provided, may authorize
any other or additional officer or officers, agent or agents, of the Corporation
to enter into any contract or execute
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and deliver any contract or other instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances. Unless authorized so to do by these by-laws or by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement, or to pledge its credit, or
to render it liable pecuniarily for any purpose or for any amount.
SECTION 9.02. CHECKS, DRAFTS, ETC. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations, notes, or
other evidences of indebtedness, bills of lading, warehouse receipts and
insurance certificates of the Corporation, shall be signed or endorsed by such
officer or officers, employee or employees, of the Corporation as shall from
time to time be determined by resolution of the Board of Directors.
ARTICLE X
BOOKS AND RECORDS
SECTION 10.01. PLACE. The books and records of the
Corporation, including the stock record books, shall be kept at such places
within or without the State of Rhode Island, as may from time to time be
determined by the Board of Directors.
SECTION 10.02. ADDRESSES OF SHAREHOLDERS. Each shareholder
shall designate to the Secretary of the Corporation an address at which notices
of meetings and all other corporate notices may be served upon or mailed, and if
any shareholder shall fail to designate such address, corporate notices may be
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served by mail directed to the shareholder's last known post office address, or
by transmitting a notice thereof to such address by telegraph, cable, or
telephone.
ARTICLE XI
SHARES AND THEIR TRANSFER
SECTION 11.01. CERTIFICATES FOR SHARES. Every owner of shares
of the Corporation shall be entitled to have a certificate certifying the number
of shares owned by such owner in the Corporation and designating the class of
shares to which such shares belong, which shall otherwise be in such form, in
conformity to law, as the Board of Directors shall prescribe. Each such
certificate shall be signed by such officer or officers as the Board of
Directors may prescribe, or, if not so prescribed, by the Chairman or the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation.
SECTION 11.02. RECORD. A record shall be kept of the name of
the person, firm or corporation owning the shares of the Corporation issued, the
number of shares represented by each certificate, and the date thereof, and, in
the case of cancellation, the date of cancellation. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
SECTION 11.03. TRANSFER OF SHARES. Transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by such holder's attorney thereunto authorized, and on the
surrender of the
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certificate or certificates for such shares properly endorsed or accompanied by
a properly executed stock power.
SECTION 11.04. CLOSING OF TRANSFER BOOKS; RECORD DATES.
Insofar as permitted by law, the Board of Directors may direct that the stock
transfer books of the Corporation be closed for a period not exceeding fifty
(50) days preceding the date of any meeting of shareholders or the date for the
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of shares of the Corporation shall go into
effect, or for a period not exceeding fifty (50) days in connection with
obtaining the consent of shareholders for any purpose; provided, however, that
in lieu of closing the stock transfer books as aforesaid, the Board of Directors
may, insofar as permitted by law, fix in advance a date, not exceeding fifty
(50) days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares of the Corporation shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting or any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any change, conversion or exchange of shares of the
Corporation, or to give such consent, and in each such case shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of, and to vote at, such
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meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after any such record date fixed as aforesaid.
SECTION 11.05. LOST, DESTROYED OR MUTILATE CERTIFICATES. In
case of the alleged loss or destruction or the mutilation of a certificate
representing shares of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.
ARTICLE XII
SEAL
The Board of Directors may provide for a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and the state and year of incorporation.
ARTICLE XIII
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 in each year.
ARTICLE XIV
AMENDMENTS
All by-laws of the Corporation shall be subject to alteration
or repeal, and new by-laws may be adopted either by the vote of a majority of
the outstanding shares of the Corporation entitled to vote in respect thereof,
or by the vote
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of the Board of Directors, provided that in each case notice of the proposed
alteration or repeal or of the proposed new by-laws be included in the notice of
the meeting at which such alteration, repeal or adoption is acted upon, and
provided further that any such action by the Board of Directors may be changed
by the shareholders, except that no such change shall affect the validity of any
actions theretofore taken pursuant to the by-laws as altered, repealed or
adopted by the Board of Directors.