EXHIBIT 3.2
JO-ANN STORES, INC.
AMENDED REGULATIONS
AS AMENDED THROUGH JUNE 4, 1990
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders of
the Company for the election of directors, the consideration of reports to be
laid before the meeting, and the transaction of such other business as may
properly be brought before the meeting shall be held in the place described in
the Articles of Incorporation as the place where the principal office of the
Company is or is to be located, or at such other place either within or without
the State of Ohio as may be designated by the Board of Directors, the Chairman
of the Board, or the President and specified in the notice of the meeting, at
3:30 o'clock p.m., on the first Monday of June in each year, OR AT SUCH OTHER
TIME AND ON SUCH OTHER DATE (NOT, HOWEVER, EARLIER THAN MAY 1 OR LATER THAN JUNE
30 IN ANY YEAR) AS THE BOARD OF DIRECTORS MAY DETERMINE.
SECTION 2. Special Meetings. Special meetings of the shareholders of
the Company may be held on any business day when called by the Chairman of the
Board, the President, a Vice President, the Board of Directors acting at a
meeting, a majority of the directors acting without a meeting, or persons who
hold twenty-five per cent of all the shares outstanding and entitled to vote
thereat. Upon request in writing delivered either in person or by registered
mail to the President or the Secretary by any persons entitled to call a meeting
of the shareholders, that officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than ten or more than sixty days after receipt of the request, as that officer
may fix; if the notice is not given within thirty days after the delivery or
mailing of the request, the persons calling the meeting may fix the time of the
meeting and give notice thereof in the manner provided by law or as provided in
these Regulations or cause the notice to be given by any designated
representative. Each special meeting shall be called to convene between nine
o'clock a.m. and four o'clock p.m., and shall be held at the principal office of
the Company unless the meeting is called by the directors, acting with or
without a meeting, in which case the meeting may be held at any place either
within or without the State of Ohio designated by the Board of Directors and
specified in the notice of the meeting.
SECTION 3. Notice of Meetings. Not less than ten or more than sixty
days before the date fixed for a meeting of the shareholders, written notice
stating the time, place, and purposes of the meeting shall be given by or at the
direction of the Secretary, an Assistant Secretary, or any other person or
persons required or permitted by these Regulations to give the notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day next preceding
the day on which notice is given or, if a record date therefor is duly fixed, of
record as of that date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Company. Notice of the time, place, and purposes of any meeting of the
shareholders may be waived in writing, either before or after the holding of the
meeting, by any shareholder, which writing shall be filed with or entered upon
the records of the Company. Attendance of
any shareholder at any meeting without protesting, prior to or at the
commencement of the meeting, the lack of proper notice shall be deemed to be a
waiver by him of notice of the meeting.
SECTION 4. Quorum; Adjournment. Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders the
holders of shares entitling them to exercise a majority of the voting power of
the Company present in person or by proxy shall constitute a quorum for the
meeting, except that no action required by law, the Articles, or these
Regulations to be authorized or taken by a designated proportion of the shares
of any particular class or of each class of the Company may be authorized or
taken by a lesser proportion and except that the holders of a majority of the
voting shares represented thereat, whether or not a quorum is present, may
adjourn the meeting from time to time; if any meeting is adjourned, notice of
adjournment need not be given if the time and place to which the meeting is
adjourned are fixed and announced at the meeting.
SECTION 5. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the shareholders may be authorized or taken without a
meeting with the affirmative vote or approval of, and in writing or writings
signed by or on behalf of, all of the shareholders who would be entitled to
notice of a meeting of the shareholders held for the purpose, which writing or
writings shall be filed with or entered upon the records of the Company.
SECTION 6. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder. Unless the writing appointing a proxy otherwise
provides, the presence at a meeting of the person who appointed a proxy shall
not operate to revoke the appointment. Notice to the Company, in writing or in
open meeting, of the revocation of the appointment of a proxy shall not affect
any vote or act previously taken or authorized.
SECTION 7. Approval and Ratification of Acts of Officers and Directors.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act, or transaction, prospective or past, of the Company or of the
Board of Directors or of any director or officer may be approved or ratified by
the affirmative vote in person or by proxy of the holders of record of a
majority of the shares held by persons not interested in the contract, act, or
transaction and entitled to vote in the election of directors (without regard to
voting powers which may thereafter exist upon a default, failure, or other
contingency), which approval or ratification shall be as valid and binding as
though affirmatively voted for or consented to by every shareholder of the
Company.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Classification; Election; Term of Office. The
Board of Directors shall be divided into three classes. The number of Directors
in each class may be fixed or changes (a) by the shareholders at any meeting of
shareholders called to elect Directors at which a quorum is present, by vote of
the holders of a majority of the shares represented at the meeting and entitled
to vote on the proposal, or (b) by the Directors at any meeting of the Board of
Directors by the vote of a majority of the Directors then in office except that,
after the number of Directors in any class has been fixed by the shareholders,
the Directors may not increase or decrease that number of Directors in that
class by more than one, but no class shall consist of less than three Directors.
Unless and until otherwise so fixed or changed, each class shall consist of
three Directors. A separate election shall be held for each class of
directors at any meeting of shareholders at which a member or members of more
than one class of directors is being elected. At each annual election the
Directors elected to the class whose terms shall expire in that year shall hold
office for a term of three years and until their respective successors are
elected. In case of any increase in the number of Directors of any class, any
additional Directors elected to such class shall hold office for a term which
shall coincide with the full term or the remainder of the term, as the case may
be, of such class.
Section 2. Vacancies. In the event of the occurrence of any vacancy or
vacancies in the Board of Directors, however caused, the remaining directors,
though less than a majority of the whole authorized number of directors, may, by
the vote of a majority of their number, fill any such vacancy for the balance of
the unexpired term.
Section 3. Organization Meeting. Immediately after each annual meeting
of the shareholders, the newly elected directors shall hold an organization
meeting for the purpose of electing officers and transacting any other business.
Notice of the organization meeting need not be given.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and places within or without the State of Ohio as may
be provided for in bylaws or resolutions adopted by the Board of Directors and
upon such notice, if any, as shall be so provided. Unless otherwise indicated in
the notice of a regular meeting, any business may be transacted at that regular
meeting.
Section 5. Special Meetings. Special meetings (including "telephone"
meetings) of the Board of Directors may be held at any time within or without
the State of Ohio (or through use of telephone or other communications equipment
if all persons participating can hear each other) upon call by the Chairman of
the Board, the President, a Vice President, or any two directors. Written notice
of the time and place of each special meeting shall be given to each director
either by personal delivery or by mail, telegram, or cablegram at least two days
before the meeting, which notice need not specify the purposes of the meeting,
except that attendance of any director at any special meeting (or participation
in a meeting employing telephone or other communications equipment) without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice shall be deemed to be a waiver by him of notice of the meeting and except
that notice of a special meeting may be waived in writing, either before or
after the holding of the meeting, by any director, which writing shall be filed
with or entered upon the records of the Company. Unless otherwise indicated in
the notice of a special meeting, any business may be transacted at that special
meeting.
Section 6. Quorum; Adjournment. A quorum of the Board of Directors at
an organization, regular, or special meeting shall consist of a majority of the
directors then in office, except that a majority of the directors present at a
meeting duly held, whether or not a quorum is present, may adjourn the meeting
from time to time; if any meeting is adjourned, notice of adjournment need not
be given if the time and place to which the meeting is adjourned are fixed and
announced at the meeting. At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in the Articles of Incorporation or these
Regulations otherwise expressly provided.
Section 7. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the Board of Directors may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a written or
writings signed by, all of the directors, which writing or writings shall be
filed with or entered upon the records of the Company.
Section 8. Committees. The Board of Directors may at any time appoint
from its members an Executive, Finance, or other committee or committees,
consisting of such number of members, not less than three, as the Board of
Directors may deem advisable, together with such alternates as the Board of
Directors may deem advisable, to take the place of any absent member or members
at any meeting of the committee. Each member and each alternate shall hold
office during the pleasure of the Board of Directors. Any committee shall act
only in the intervals between meetings of the Board of Directors and shall have
such authority of the Board of Directors as may, from time to time, be delegated
by the Board of Directors, except the authority to fill vacancies in the Board
of Directors or in any committee of the Board of Directors. Subject to these
exceptions, any person dealing with the Company shall be entitled to rely upon
any act or authorization of an act by any committee to the same extent as an act
or authorization of the Board of Directors. Each committee shall keep full and
complete records of all meetings and actions, which shall be open to inspection
by the directors. Unless otherwise ordered by the Board of Directors, any
committee may prescribe its own rules for calling and holding meetings,
including telephone meetings, and for its own method of procedure, and may act
at a meeting, including a telephone meeting, by a majority of its members or
without a meeting by a writing or writings signed by all of its members.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of Directors
shall elect a President, a Secretary, and a Treasurer and, in its discretion,
may elect a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as the Board of Directors may deem necessary. The Chairman of the Board and the
President shall be directors, but no one of the other officers need be a
director. Any two or more offices may be held by the same person, but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if the instrument is required to be executed, acknowledged, or verified by two
or more officers.
Section 2. Term of Office; Vacancies. Each officer of the Company shall
hold office until the next organization meeting of the Board of Directors and
until his successor is elected or until his earlier resignation, removal from
office, or death. The Board of Directors may remove any officer at any time with
or without cause by a majority vote of the directors then in office. Any vacancy
in any office may be filled by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors, shall, unless that duty
has been delegated by the Board of Directors to the President or another
officer, preside at all meetings of the shareholders, and shall have such
authority and shall perform such other duties as may be determined by the Board
of Directors.
Section 4. President. The President shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors, except for
meetings at which the Chairman of the Board, if any, presides in accordance with
the preceding Section. Subject to directions of the Board of Directors and to
the delegation by the Board of Directors to the Chairman of the Board of
specific or general executive supervision, the President shall have general
executive supervision over the property, business, and affairs of the Company.
He may execute all authorized deeds, mortgages, bonds, contracts, and other
obligations
in the name of the Company and shall have such other authority and shall perform
such other duties as may be determined by the Board of Directors.
Section 5. Vice Presidents. The Vice Presidents shall, respectively,
have such authority and perform such duties as may be determined by the Board of
Directors.
Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and of the Board of Directors. He shall keep such books as
may be required by the Board of Directors, shall give notices of meetings of the
shareholders and of meetings of the Board of Directors required by law or by
these Regulations or otherwise, and shall have such authority and shall perform
such other duties as may be determined by the Board of Directors.
Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, securities of other corporations, and similar
property belonging to the Company and shall do with this property as may be
ordered by the Board of Directors. He shall keep accurate financial accounts and
hold them open for the inspection and examination of the directors and shall
have such authority and shall perform such other duties as may be determined by
the Board of Directors.
Section 8. Other Officers. The Assistant Secretaries and Assistant
Treasurers, if any, and any other officers whom the Board of Directors may elect
shall, respectively, have such authority and perform such duties as may be
determined by the Board of Directors.
Section 9. Delegation of Authority and Duties. The Board of Directors
is authorized to delegate the authority and duties of any officer to any other
officer and generally to control the actions of the officers and to require the
performance of duties in addition to those mentioned herein.
ARTICLE IV
COMPENSATION OF AND TRANSACTIONS WITH
DIRECTORS, OFFICERS, AND EMPLOYEES
Section 1. Directors and Members of Committees. Members of the Board of
Directors and members of any committee of the Board of Directors shall, as such,
receive such compensation, which may be either a fixed sum for attendance at
each meeting of the Board of Directors or at each meeting of the committee or
stated compensation payable at intervals, or shall otherwise be compensated as
may be determined by or pursuant to authority conferred by the Board of
Directors or any committee of the Board of Directors, which compensation may be
in different amounts for various members of the Board of Directors or any
committee. No member of the Board of Directors and no member of any committee of
the Board of Directors shall be disqualified from being counted in the
determination of a quorum or from acting at any meeting of the Board of
Directors or of a committee of the Board of Directors by reason of the fact that
matters affecting his own compensation as a director, member of a committee of
the Board of Directors, officer, or employee are to be determined.
Section 2. Officers and Employees. The compensation of officers and
employees of the Company, or the method of fixing their compensation, shall be
determined by or pursuant to authority conferred by the Board of Directors or
any committee of the Board of Directors. Compensation may include pension,
disability, and death benefits, and may be by way of fixed salary, on the basis
of earnings
of the Company, any combination thereof, or otherwise, as may be determined or
authorized from time to time by the Board of Directors or any committee of the
Board of Directors.
Section 3. Transactions with Directors, Officers, and Employees. No
contract, act, or transaction shall be void, or be voidable by the Company, for
the reason that it is between the Company and one or more of the directors,
officers, or employees of the Company or between the Company and another
corporation, partnership, joint venture, trust, or other enterprise in which one
or more of the directors, officers, or employees of the Company are directors,
trustees, or officers or have a financial or personal interest or for the reason
that one or more interested directors, officers, or employees of the Company
participate in a vote at the meeting of the Board of Directors or a committee
thereof which authorizes the contract, act, or transaction if, in any such case,
the contract, act, or transaction is approved, ratified, or authorized in the
manner prescribed in these Regulations or by law.
ARTICLE V
INDEMNIFICATION
Section 1. Third Party Actions. The Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action or suit by or in the
right of the Company), by reason of the fact that he is or was a director,
officer, employee, or agent of the Company, or is or was serving at the request
of the Company as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the Company or that,
with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
Section 2. Derivative Actions. The Company shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, trustee, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue, or matter as to which that person
shall have been finally adjudged to be liable for negligence or misconduct in
the performance of his duty to the Company unless and only to the extent that
the Court of Common Pleas or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, that person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Common Pleas
or the other court shall deem proper.
Section 3. Rights after Successful Defense. To the extent that a
director, trustee, officer, employee, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Section 1 or Section 2, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 4. Other Determinations of Rights. Except in a situation
governed by Section 3, any indemnification under Section 1 or Section 2 (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section 1 or Section 2.
The determination shall be made (a) by a majority vote, at a meeting of
directors, of those directors who constitute a quorum and who were not and are
not parties to or threatened with any such action, suit, or proceeding or (b),
if such a quorum is not obtainable (or even if obtainable) and a majority of
disinterested directors so directs, in a written opinion by independent legal
counsel (compensated by the Company) or (c) by the affirmative vote in person or
by proxy of the holders of record of a majority of the shares held by persons
who were not and are not parties to or threatened with any such action, suit, or
proceeding and entitled to vote in the election of directors, without regard to
voting power which may thereafter exist upon a default, failure, or other
contingency or (d) by the Court of Common Pleas or the court in which such
action, suit, or proceeding was brought.
Section 5. Advances of Expenses. Expenses (including attorneys' fees)
incurred in defending any action, suit, or proceeding referred to in Section 1
or Section 2 may be paid by the Company in advance of final disposition of the
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 the director,
trustee, officer, employee, or agent to repay the amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company.
Section 6. Purchase of Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Company, or is or was serving at the request of the Company as a
director, trustee, 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 capacity, or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against liability under the provisions of this Article or of the Ohio General
Corporation Law.
Section 7. Mergers. In the case of a merger into this Company of a
constituent corporation which, if its separate existence had continued, would
have been required to indemnify directors, trustees, officers, employees, or
agents in specified situation, any person who served as a director, officer,
employee, or agent of the constituent corporation, or served at the request of
the constituent corporation as a director, trustee, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise,
shall be entitled to indemnification by this Company (as the surviving
corporation) to the same extent he would have been entitled to indemnification
by the constituent corporation if its separate existence had continued.
Section 8. Non-Exclusivity; Heirs. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled as a matter of law or under the Articles
of Incorporation, these Regulations, any agreement, vote of shareholders or
disinterested directors, any insurance purchased by the Company, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding an office, and shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
ARTICLE VI
RECORD DATES
For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to receive notice of or to
vote at a meeting of the shareholders, the Board of Directors may fix a record
date in accordance with the provisions of the Ohio General Corporation Law. The
record date for the purpose of the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of the shareholders shall
continue to be the record date for all adjournments of the meeting unless the
Board of Directors or the persons who shall have fixed the original record date
shall, subject to the limitations set forth in the Ohio General Corporation Law,
fix another date and shall cause notice thereof and of the date to which the
meeting shall have been adjourned to be given to shareholders of record as of
the newly fixed date in accordance with the same requirements as those applying
to a meeting newly called. The Board of Directors may close the share transfer
books against transfers of shares during the whole or any part of the period
provided for in this Article, including the date of the meeting of the
shareholders and the period ending with the date, if any, to which adjourned. If
no record date is fixed therefor, the record date for determining the
shareholders who are entitled to receive notice of or to vote at a meeting of
the shareholders shall be the date next preceding the day on which notice is
given or the date next preceding the day on which the meeting is held, as the
case may be.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Each holder of shares
shall be entitled to one or more certificates, signed by the Chairman of the
Board, the President, or a Vice President and by the Secretary, an Assistant
Secretary, the Treasurer, or an Assistant Treasurer of the Company, which shall
certify the number and class of shares held by him in the Company, but no
certificate for shares shall be executed or delivered until the shares are fully
paid. When a certificate is countersigned by an incorporated transfer agent or
registrar, the signature of any officer of the Company may be facsimile,
engraved, stamped, or printed. Although any officer of the Company whose manual
or facsimile signature is affixed to a certificate ceases to be that officer
before the certificate is delivered, the certificate nevertheless shall be
effective in all respects when delivered.
Section 2. Transfer of Shares. Shares of the Company shall be
transferable upon the books of the Company by the holders thereof, in person, or
by a duly authorized attorney, upon surrender and cancellation of certificates
for a like number of shares of the same class or series, with duly executed
assignment and power of transfer endorsed thereon or attached thereto, and with
such proof of the authenticity of the signatures to such assignment and power of
transfer as the Company or its agents may reasonably require.
Section 3. Lost, Stolen, or Destroyed Certificates. The
Company may issue a new certificate for shares in place of any certificate
theretofore issued by it and alleged to have been lost,
stolen, or destroyed; the Board of Directors may, however, in its discretion,
require the owner, or his legal representatives, to give the Company a bond
containing such terms as the Board of Directors may require to protect the
Company or any person injured by the execution and delivery of a new
certificate.
Section 4. Transfer Agent and Registrar. The Board of
Directors may appoint, or revoke the appointment of, transfer agents and
registrars and may require all certificates for shares to bear the signatures of
the transfer agents and registrars, or any of them.
ARTICLE VIII
AUTHORITY TO TRANSFER AND VOTE SECURITIES
The Chairman of the Board, the President, any Vice President, the
Secretary, the Treasurer of the Company, and each such officer are authorized to
sign the name of the Company and to perform all acts necessary to effect a sale,
transfer, assignment, or other disposition of any shares, bonds, other evidences
of indebtedness or obligations, subscription rights, warrants, or other
securities of another corporation owned by the Company and to issue the
necessary powers of attorney; and each such officer is authorized, on behalf of
the Company, to vote the securities, to appoint proxies with respect thereto, to
execute consents, waivers, and releases with respect thereto, or to cause any
such action to be taken.
ARTICLE IX
CORPORATE SEAL
The Ohio General Corporation Law provides in effect that the absence of
a corporate seal from any instrument executed on behalf of the Company does not
affect the validity of the instrument; if in spite of that provision a seal is
imprinted on or attached, applied, or affixed to an instrument by embossment,
engraving, stamping, printing, typing, adhesion, or other means, the impression
of the seal on the instrument shall be circular in form and shall contain the
name of the Company and the words "corporate seal".
ARTICLE X
AMENDMENTS
These Regulations may be amended, or new Regulations may be adopted, by
the shareholders at a meeting held for that purpose, by the affirmative vote of
the holders of shares entitling them to exercise a majority of the voting power
on that proposal or without a meeting by the written consent of the holders of
shares entitling them to exercise two-thirds of the voting power on that
proposal. If the Regulations are amended or new Regulations are adopted without
a meeting of the shareholders, the Secretary of the Company shall mail a copy of
the amendment or the new Regulations to each shareholder who would have been
entitled to vote thereon but did not participate in the adoption thereof.