BY-LAWS OF
DIMENSIONAL VISIONS GROUP, LTD.
ARTICLE I - OFFICERS
SECTION 1-1. REGISTERED OFFICE AND REGISTERED AGENT.
The Corporation shall maintain a registered office and registered agent
within the State of Delaware, which may be changed by the Board of Directors
from time to time.
SECTION 1-2. OTHER OFFICES.
The Corporation may also have offices at such other places, within or
without the State of Delaware, as the Board of Directors may from time to time
determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
SECTION 2-1. PLACE OF STOCKHOLDERS' MEETINGS.
Meetings of stockholders may be held at such place, either within or
without the State of Delaware, as may be designated by the Board of Directors
from time to time. If no such place is designated by the Board of Directors,
meetings of the stockholders shall be held at the registered office of the
Corporation in the State of Delaware.
SECTION 2-2. ANNUAL MEETING.
A meeting of the stockholders of the Corporation shall be held in each
calendar year commencing with the year 1988, on the 31st day of October if not a
legal holiday, and if such day is a legal holiday, then such meeting shall be
held on the next business day.
At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their respective successors
are elected and qualified, or until their earlier resignation or removal.
Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the stockholders and need not be
presented at the annual meeting. If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.
SECTION 2-3. SPECIAL MEETINGS.
Except as otherwise specifically provided by law, special meetings of the
stockholders may be called at any time:
(a) By the Board of Directors;
(b) By the President of the Corporation; or
(c) By the holders of record of not less than a majority of all the shares
outstanding and entitled to vote.
Upon written request of any person entitled to call a special meeting,
which request shall set forth the purpose for which the meeting is desired, it
shall be the duty of the Secretary to give prompt written notice of such meeting
to be held at such time as the Secretary may fix, subject to the provisions of
Section 2-4 hereof. If the Secretary shall fail to fix such date and give notice
within ten (10) days after receipt of such request, the person or persons making
such request may do so.
SECTION 2-4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS.
Written notice stating the place, date and hour of any meeting shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
notice is given when deposited in the United States Mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. Such notice may be given in the name of the Board of Directors,
President, Vice President, Secretary of Assistant Secretary.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
SECTION 2-5. QUORUM.
Unless the Certificate of Incorporation provides otherwise, the presence,
in person or by proxy, of the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum but in no event shall a quorum
consist of less than one-third (1/3) of the shares entitled to vote at a
meeting. The stockholders present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be organized
because of the absence of a quorum, those present may, except as otherwise
provided by law, adjourn the meeting to such time and place as they may
determine. In the case of any meeting for the election of Directors, those
stockholders who attend the second of such adjourned meetings, although less
than a quorum as fixed in the Section, shall nevertheless constitute a quorum
for the purpose of electing Directors.
SECTION 2-6. VOTING LIST; PROXIES.
The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Upon the willful neglect or refusal of the Directors to produce such a list
at any meeting for the election of Directors, they shall be ineligible to any
office at such meeting.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. All proxies shall
be executed in writing and shall be filed with the Secretary of the Corporation
not later than the day on which exercised. No proxy shall be voted or acted upon
after three (3) days from its date, unless the proxy provides for a longer
period.
Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares. All elections of Directors
shall be by written ballot unless otherwise provided in the Certificate of
Incorporation. Except as otherwise specifically provided by law, all other votes
may be taken by voice unless a stockholder demands that it be taken by ballot,
in which latter event the vote shall be taken by written ballot.
SECTION 2-7. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be 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.
Prompt notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders or members,
who have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
SECTION 3-1. NUMBER.
The business and affairs of the Corporation shall be managed by a Board of
not less than one (1) and not more than seven (7) Directors.
SECTION 3-2. PLACE OF MEETING.
Meetings of the Board of Directors may be held at such place either within
or without the State of Delaware, as a majority of the Directors may from time
to time designate or as may be designated in the notice calling the meeting.
SECTION 3-3. REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be held annually,
immediately following the annual meeting of stockholders, at the place where
such meeting of the stockholders is held or at such other place, date and hour
as a majority of the newly elected Directors may designate. At such meeting the
Board of Directors shall elect officers of the Corporation. In addition to such
regular meeting, the Board of Directors shall have the power to fix, by
resolution, the place, date and hour of other regular meetings of the Board.
SECTION 3-4. SPECIAL MEETINGS.
Special meetings of the Board of Directors shall be held whenever ordered
by the President, by a majority of the members of the executive committee, if
any, or by a majority of the Directors in office.
SECTION 3-5. NOTICES OF MEETINGS OF BOARD OF DIRECTORS.
(a) REGULAR MEETINGS. No notice shall be required to be given of any
regular meeting, unless the same be geld at other than the time or place for
holding such meetings as fixed in accordance with Section 3-3 of these by-laws,
in which event one (1) day's notice shall be given of the time and place of such
meeting.
(b) SPECIAL MEETINGS. At least one (1) day's notice shall be given of the
time, place and purpose for which any special meeting of the Board of Directors
is to be held.
SECTION 3-6. QUORUM.
A majority of the total number of Directors shall constitute a quorum for
the transaction of business, and the vote of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. If there be less than a quorum present, a majority of those present
may adjourn the meeting from time to time and place to place and shall cause
notice of each such adjourned meeting to be goven to all absent Directors.
SECTION 3-7. INFORMAL ACTION BY THE BOARD OF DIRECTORS.
Any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
SECTION 3-8. POWERS.
(a) GENERAL POWERS. The Board of Directors shall have all powers necessary
or appropriate to the management of the business and affairs of the Corporation,
and, in addition to the power and authority conferred by these by-laws, may
exercise all powers of the Corporation and do all such lawful acts and things as
are not by statute, these by-laws or the Certificate of Incorporation directed
or required to be exercised or done by the stockholders.
(b) SPECIFIC POWERS. Without limiting the general powers conferred by the
last preceding clause and the powers conferred by the Certificate of
Incorporation and by-laws of the Corporation, it is hereby expressly declared
that the Board of Directors shall have the following powers:
(i) To confer upon any officer or officers of the Corporation the power to
choose, remove or suspend assistant officers, agents or servants.
(ii) To appoint any person, firm or corporation to accept and hold in trust
for the Corporation any property belonging to the Corporation or in which
it is interested, and to authorize any such person, firm or corporation to
execute any documents and perform any duties that may requisite in relation
to any such trust.
(iii) To appoint a person or persons to vote shares of another corporation
held and owned by the Corporation.
(iv) By resolution adopted by a majority of the full Board of Directors, to
designate one (1) or more of its number to constitute an executive
committee which, to the extent provided in such resolution, shall have and
may exercise the power of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed.
(v) By resolution passed by a majority of the whole Board of Directors, to
designate one (1) or more additional committees, each to consist of one (1)
or more Directors, to have such duties, powers and authority as the Board
of Directors shall determine. All committees of the Board of Directors,
including the executive committee, shall have the authority to adopt their
own rules of procedure. Absent the adoption of specific procedures, the
procedures applicable to the Board of Directors shall also apply to
committees thereof.
(vi) To fix the place, time and purpose of meetings of stockholders.
(vii) To purchase or otherwise acquire for the Corporation any property,
rights or privileges which the Corporation is authorized to acquire, at
such prices, on such terms and conditions and for such consideration as it
shall from time to time see fit, and, at its discretion, to pay any
property or rights acquired by the Corporation, either wholly or partly in
money or in stocks, bonds, debentures or other securities of the
Corporation.
(viii) To create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities,
secured by mortgage or otherwise, and to do every other act and thing
necessary to effectuate the same.
(ix) To appoint and remove or suspend such subordinate officers, agents or
servants, permanently or temporarily, as it may from time to time think
fit, and to determine their duties, and fix, and from time to time change,
their salaries or emoluments, and to require security in such instances and
in such amounts as it thinks fit.
(x) To determine who shall be authorized on the Corporation's behalf to
sign bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts and documents.
SECTION 3-9. COMPENSATION OF DIRECTORS.
Compensation of Directors and reimbursement of their expenses incurred in
connection with the business of the Corporation, if any, shall be as determined
from time to time by resolution of the Board of Directors.
SECTION 3-10. REMOVAL OF DIRECTORS BY STOCKHOLDERS.
The entire Board of Directors or any individual Director may be removed
from office without assigning any cause by a majority vote of the holders of the
outstanding shares entitled to vote. In case the Board of Directors or any one
(1) or more Directors be so removed, new Directors may be elected at the same
time.
SECTION 3-11. RESIGNATION.
Any Director may resign at any time by submitting his written resignation
to the Corporation. Such resignation shall take effect at the time of its
receipt by the Corporation unless another time be fixed in the resignation, in
which case it shall become effective at the time so fixed. The acceptance of a
resignation shall not be required to make it effective.
SECTION 3-12. VACANCIES.
Vacancies and new created directorships resulting from any increase in the
authorized number of Directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the Directors
then in office, although less than a quorum, or by a sole remaining Director,
and each person so elected shall be a Director until his successor is elected
and qualified or until his earlier resignation or removal.
SECTION 3-13. PARTICIPATION BY CONFERENCE TELEPHONE.
Directors may participate in regular or special meetings of the Board by
telephone or similar communications equipment by means of which all other
persons at the meeting can hear each other, and such participation shall
constitute presence at the meeting.
ARTICLE IV - OFFICERS
SECTION 4-1. ELECTION AND OFFICE.
The Corporation shall have a President, a Secretary and a Treasurer who
shall be elected by the Board of Directors. The Board of Directors may elect
such additional officers as it may deem proper, including a Chairman and a Vice
Chairman of the Board of Directors, one (1) or more Vice Presidents, and one (1)
or more assistant or honorary officers. Any number of offices may be held by the
same person.
SECTION 4-2. TERM.
The President, the Secretary and the Treasurer shall each serve for a term
of one (1) year and until their respective successors are chosen and qualified,
unless removed from office by the Board of Directors during their respective
tenures. The term of office of any other officer shall be as specified by the
Board of Directors.
SECTION 4-3. POWERS AND DUTIES OF THE PRESIDENT.
Unless otherwise determined by the Board of Directors, the President shall
have the usual duties of an executive officer with general supervision over and
direction of the affairs of the Corporation. In the exercise of these duties and
subject to the limitations of the laws of the State of Delaware, these by-laws,
and the actions of the Board of Directors, he may appoint, suspend and discharge
employees and agents, shall preside at all meetings of the stockholders at which
he shall be present, and, unless there is a Chairman of the Board of Directors,
shall preside at all meetings of the Board of Directors and, unless otherwise
specified by the Board of Directors, shall be a member of all committees. He
shall also do and perform such other duties as from time to time may be assigned
to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote at any meeting of the stockholders of any corporation in which the
Corporation may hold stock, and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed and
exercised.
SECTION 4-4. POWERS AND DUTIES OF THE SECRETARY.
Unless otherwise determined by the Board of Directors, the Secretary shall
record all proceedings of the meetings of the Corporation, the Board of
Directors and all committees, in books to be kept for that purpose, and shall
attend to the giving and serving of all notices for the Corporation. He shall
have charge of the corporate seal, the certificate books, transfer books and
stock ledgers, and such other books and papers as the Board of Directors may
direct. He shall perform all other duties ordinarily incident to the office of
Secretary and shall have such other powers and perform such other duties as may
be assigned to him by the Board of Directors.
SECTION 4-5. POWERS AND DUTIES OF THE TREASURER.
Unless otherwise determined by the Board of Directors, the Treasurer shall
have charge of all the funds and securities of the Corporation which may come
into his hands. When necessary or proper, unless otherwise ordered by the Board
of Directors, he shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such banks or depositories as the Board of Directors may
designate and shall sign all receipts and vouchers for payments made to the
Corporation. He shall sign all checks made by the Corporation, except when the
Board of Directors shall otherwise direct. He shall enter regularly, in books of
the Corporation to be kept by him for that purpose, a full and accurate account
of all moneys received and paid by him on account of the Corporation. Whenever
required by the Board of Directors, he shall render a statement of the financial
condition of the Corporation. He shall at all reasonable times exhibit his books
and accounts to any Director of the Corporation, upon application at the office
of the Corporation during business hours. He shall have such other powers and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.
SECTION 4-6. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS.
Unless otherwise determined by the Board of Directors, the Chairman of the
Board of Directors, if any, shall preside at all meetings of Directors and shall
serve ex officio as a member of every committee of the Board of Directors. He
shall have such other powers and perform other such further duties as may be
assigned to him by the Board of Directors.
SECTION 4-7. POWERS AND DUTIES OF VICE PRESIDENTS AND ASSISTANT OFFICERS.
Unless otherwise determined by the Board of Directors, each Vice President
and each assistant officer shall have the powers and perform the duties of his
respective superior officer. Vice Presidents and assistant officers shall have
such rank as shall be designated by the Board of Directors and each, in the
order of rank, shall act for such superior officer in his absence, or upon his
disability or when so directed by such superior officer or by the Board of
Directors. Vice Presidents may be designated as having responsibility for a
specific aspect of the Corporation's affairs, in which event each such Vice
President shall be superior to the other Vice Presidents in relation to matters
within his aspect. The President shall be the superior officer of the Vice
Presidents. The Treasurer and the Secretary shall be the superior officers of
the Assistant Treasurers and Assistant Secretaries, respectively.
SECTION 4-8. DELEGATION OF OFFICE.
The Board of Directors may delegate the powers or duties of any officer of
the Corporation to any other officer or to any Director from time to time.
SECTION 4-9. VACANCIES.
The Board of Directors shall have the power to fill any vacancies in any
office occurring from whatever reason.
SECTION 4-10. RESIGNATIONS.
Any officer may resign at any time by submitting his written resignation to
the Corporation. Such resignation shall take effect at the time of its receipt
by the Corporation, unless another time by fixed in the resignation, in which
case it shall become effective at the time so fixed. The acceptance of a
resignation shall not be required to make it effective.
ARTICLE V - CAPITAL STOCK
SECTION 5-1. STOCK CERTIFICATES.
Shares of the Corporation shall be represented by certificates signed by or
in the name of the Corporation by (a) the Chairman or Vice Chairman of the Board
of Directors, or the President or a Vice President, and (b) the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, representing
the number of shares registered in certificate form. If such certificate is
countersigned (i) by a transfer agent other than the Corporation or its
employee, or (ii) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
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 date of issue.
SECTION 5-2. DETERMINATION OF STOCKHOLDERS OF RECORD.
The Board of Directors may fix, in advance, a record date to determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action. Such date shall be not more than sixty (60) nor less than
ten (10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 5-3. TRANSFER OF SHARES.
Transfer of shares shall be made on the books of the Corporation only upon
surrender of the share certificate, duly endorsed and otherwise in proper form
for transfer, which certificate shall be canceled at the time of transfer. No
transfer of shares shall be made on the books of this Corporation if such
transfer is in violation of a lawful restriction noted conspicuously on the
certificate.
SECTION 5-4. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES.
The Corporation may issue a new certificate of stock or uncertified shares
in place of any certificate therefore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen, or destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.
ARTICLE VI - NOTICES
SECTION 6-1. CONTENTS OF NOTICE.
Whenever any notice of a meeting is required to be given pursuant to these
by-laws or the Certificate of Incorporation or otherwise, the notice shall
specify the place, day and hour of the meeting and, in the case of a special
meeting or where otherwise required by law, the general nature of the business
to be transacted at such meeting.
SECTION 6-2. METHOD OF NOTICE.
All notices shall be given to each person entitled thereto, either
personally or by sending a copy thereof through the mail or by telegraph,
charges prepaid, to his address as it appears on the records of the Corporation,
or supplied by him to the Corporation for the purpose of notice. If notice is
sent by mail or telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States Mail or with the telegraph
office for transmission. If no address for a stockholder appears on the books of
the Corporation with an address for the purpose of notice, notice deposited in
the United States Mail addressed to such stockholder care of General Delivery in
the city in which the principal office of the Corporation is located shall be
sufficient.
SECTION 6-3. WAIVER OF NOTICE.
Whenever notice is required to be given under any provision of law or of
the certificate of Incorporation or by-laws of the Corporation, a written
waiver, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
Directors, or members of a committee of Directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS AND OTHER PERSONS
SECTION 7-1. INDEMNIFICATION.
The Corporation shall have the power to indemnify any Director, officer,
employee or agent of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, brought or threatened
to be brought against him by reason of his performance as a Director, officer,
employee or agent of the Corporation, its parent or any of its subsidiaries, or
in any other capacity on behalf of the Corporation, its parent or any of its
subsidiaries.
The Board of Directors by resolution adopted in each specific instance may
similarly indemnify any person other than a Director, officer, employee or agent
of the Corporation for liabilities incurred by him in connection with services
rendered by him for or at the request of the Corporation, its parent or any of
its subsidiaries.
The provisions of this Section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and shall continue
as to a person who has ceased to be a Director, officer, employee or agent or to
render services for or at the request of the Corporation or as the case may be,
its parent, or subsidiaries and shall inure to the benefit of the heirs,
executors and administrators of such a person. The rights of indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any Director, officer, employee or agent of the Corporation may be entitled
under these by-laws, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 7-2. ADVANCES.
Expenses incurred by any officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking, by or on
behalf of such Director or officer, to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized by law. Such expenses incurred by other employees and
agents may be paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
SECTION 7-3. INSURANCE.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
law.
ARTICLE VIII - SEAL
The form of the seal of the Corporation, called the corporate seal of the
Corporation, shall be as impressed adjacent hereto.
ARTICLE IX - FISCAL YEAR
The Board of Directors shall have the power by resolution to fix the fiscal
year of the Corporation. If the Board of Directors shall fail to do so, the
President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
The original or other by-laws may be adopted, amended or repealed by the
stockholders entitled to vote thereon at any regular or special meeting or, if
the Certificate of Incorporation provides, by the Board of Directors. The fact
that such power has been so conferred upon the Board of Directors shall not
divest the stockholders of the power nor limit their power to adopt, amend or
repeal by-laws.
ARTICLE XI - INTERPRETATION OF BY-LAWS
All words, terms and provisions of these by-laws shall be interpreted and
defined by and in accordance with the General Corporation Law of the State of
Delaware, as amended, and as amended from time to time hereafter.