EXHIBIT 3.14
BY-LAWS
OF
BALLY FRANCHISING HOLDINGS, INC.
(An Illinois corporation)
ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. An annual meeting of the shareholders
shall be held on the third week in January of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.
SECTION 2.2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called either by the president, by the board of directors or
by the holders of not less than one-fifth of all the outstanding shares entitled
to vote on the matter for which the meeting is called, for the purpose or
purposes stated in the call of the meeting.
SECTION 2.3. PLACE OF MEETING. The board of directors may
designate any place as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be at the
office of the registered agent of the corporation in the State of Illinois.
SECTION 2.4. NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty nor more than forty days before the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United
States mail, addressed to the shareholder's address as it appears on the records
of the corporation, with postage thereon prepaid. 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.
SECTION 2.5. FIXING OF RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days, and for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders shall be the date on which the notice of the
meeting is mailed, or the date on which the board of directors adopts the
resolution relating thereto, as the case may be. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting.
SECTION 2.6. VOTING LISTS. The officer or agent having charge of
the transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or ten days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and may be
inspected by any shareholder during the whole time of the meeting. The original
share ledger or transfer books, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
SECTION 2.7. QUORUM. Unless otherwise provided in the articles of
incorporation, the holders of a majority of the outstanding shares, entitled to
vote on a matter, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If less than
a quorum is represented at said meeting, a majority of the shares so represented
may adjourn the meeting at any time without further notice. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by The
Business Corporation Act or the articles of incorporation. At any adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the original meeting. Withdrawal of shareholders
from any meeting shall not cause failure of a duly constituted quorum at that
meeting.
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SECTION 2.8. PROXIES. Each shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for the
shareholder by proxy executed in writing by such shareholder or his or her duly
authorized attorney-in-fact, by signing an appointment form and delivering it to
the person so appointed, but no such proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.
SECTION 2.9. VOTING OF SHARES. Each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.
SECTION 2.10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares
registered in the name of another corporation, domestic or foreign, may be voted
by such officer, agent, proxy or other legal representative authorized to vote
such shares under the law of incorporation of such corporation.
Shares registered in the name of a deceased person, a minor ward or an
incompetent person, may be voted by the administrator, executor, court appointed
guardian, or conservator of such person or such person's estate, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian, or conservator. Shares
registered in the name of a trustee may be voted by the trustee, either in
person or by proxy.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination by a shareholder
of the corporation, in person or by agent or attorney, as is the record of
shareholders of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.
Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of
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outstanding shares at any given time, but shares of its own stock held by it in
a fiduciary capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time.
SECTION 2.11. INSPECTORS. At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there be more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
SECTION 2.12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided in the articles of incorporation, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting and without a vote if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof, or
if 5 days' prior notice of the proposed action is given in writing to all of
the shareholders entitled to vote with respect to the subject matter thereof, by
the holders of outstanding shares not having 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 voting; and, after
the effective date of the consent, prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be delivered in writing to those shareholders who have not consented in
writing.
SECTION 2.13. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 3.1. GENERAL POWERS. The business of the corporation shall
be managed by or under the direction of its board of directors.
SECTION 3.2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be, at least three (3) but no more than
twenty (20). Each director shall hold office until the next annual meeting of
shareholders or until a successor
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shall have been elected and qualified. Directors need not be residents of
Illinois or shareholders of the corporation. The number of directors may be
increased or decreased from time to time by the amendment of this section; but
no decrease shall have the effect of shortening the term of any incumbent
director.
SECTION 3.3 REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
SECTION 3.4. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.
SECTION 3.5. NOTICE. Notice of any special meeting shall be given
at least five (5) days previous thereto by written notice to each director at
his or her business address. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telecopier, a copy of the notice shall also be
mailed to each addressee. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting 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
board of directors need be specified in the notice or waiver of notice of such
meeting.
SECTION 3.6. QUORUM. A majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business at
any meeting of the board of directors, provided that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting at any time without further notice.
SECTION 3.7. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by these
by-laws or the articles of incorporation.
SECTION 3.8. VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the board of directors to serve until the
next meeting of shareholders at which directors are to be elected.
SECTION 3.9. ACTION WITHOUT A MEETING. Unless specifically
prohibited by the articles of incorporation or by-laws, any action required to
be taken at a
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meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors, or of any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State.
SECTION 3.10. COMPENSATION. Unless otherwise provided in the
articles of incorporation, the board of directors, by the affirmative vote of a
majority of directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of all directors for services to the corporation as directors, officers, or
otherwise. By resolution of the board of directors the directors may be paid
their expenses, if any, of attendance at each meeting of the board. No such
payment previously mentioned in this section shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 3.11. 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 conclusively presumed to have assented to the
action taken unless the dissent of such director shall be entered in the minutes
of the meeting or unless the director shall file a 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 3.12. COMMITTEES. The board of directors by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may create one or more committees and designate two or more directors
to serve on any such committee or committees. Any such committee or committees,
to the extent provided in such resolution, shall have and exercise the authority
of the board of directors, except as otherwise required by law. Vacancies in the
membership of any committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. Each committee shall keep
regular minutes of its proceedings and report the same to the board when
required.
SECTION 3.13. TELEPHONE CONFERENCE MEETINGS. Unless otherwise
restricted by the articles of incorporation or these by-laws, members of the
board of directors, or of any committee designated by the board of directors,
may participate in and act at any meeting of the board of directors or any
committee, by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute attendance and presence in
person at the meeting.
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ARTICLE IV
OFFICERS
SECTION 4.1 NUMBER. The officers of the corporation shall be a
chairman of the board, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a treasurer, a secretary,
and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the
same person.
SECTION 4.2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the board of
directors. Each officer shall hold office until a successor shall have been duly
elected and shall have qualified or until the death, resignation, or removal (in
the manner hereinafter provided) of such officer. Election of an officer shall
not of itself create contract rights.
SECTION 4.3. REMOVAL. Any officer elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.
SECTION 4.4. CHAIRMAN OF THE BOARD. The chairman of the board
shall be the chief executive officer of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may vote all
securities which the corporation is entitled to vote. He shall be elected by the
board of directors and shall hold office until the next annual meeting of
directors, or until his successor shall be elected and qualified.
SECTION 4.5. PRESIDENT. The president shall be the chief operating
officer of the corporation. Subject to the direction and control of the chief
executive officer and the board of directors, he shall: (a) be in charge of the
day-to-day operations of the corporation; (b) see that the resolutions and
directions of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; and (c) in general, discharge all duties
incident to the office of the chief operating officer and such other duties as
may be prescribed by the board of directors from time to time. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation any instruments (including without limitation contracts,
deeds, mortgages, bonds and certificates for the corporation's shares) which the
board of directors has authorized to be executed, and he may accomplish such
execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.
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He shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.
SECTION 4.6. THE VICE-PRESIDENTS. The vice-president (or in the
event there be more than one vice-president, each of the vice-presidents) shall
assist the president in the discharge of the president's duties as the president
may direct and shall perform such other duties as from time to time may be
assigned by the president or by the board of directors. In the president's
absence, inability or refusal to act, the vice-president (or in the event there
be more than one vice-president, the vice-presidents in the order designated by
the board of directors, or by the president if the board of directors has not
made such a designation, or in the absence of any designation, then in the order
of seniority of tenure as vice-president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice-president (or each of them if
there is more than one) may execute for the corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments which the
board of directors has authorized to be executed, and may further accomplish
such execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors according to the
requirements of the form of the instrument
SECTION 4.7. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. The treasurer shall: (a)
have charge of and be responsible for the maintenance of adequate books of
account for the corporation; (b) have charge and custody of all funds and
securities of the corporation, and be responsible therefor and for the receipt
and disbursement thereof; and (c) perform all the duties incident to the office
of treasurer and such other duties as from time to time may be assigned by the
president or by the board of directors. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of all duties in such
sum and with such surety or sureties as the board of directors may determine.
SECTION 4.8. THE SECRETARY. The secretary shall: (a) record the
minutes of the shareholders' and of the board of directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all
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duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of directors.
SECTION 4.9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates or shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.
SECTION 4.10. SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that such officer is also a
director of corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS, DEPOSITS
SECTION 5.1. CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 5.2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 5.3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.
SECTION 5.4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.
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ARTICLE VI
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
The corporation shall indemnify any and all persons whom it has the
power to indemnify under the Business Corporation Act of Illinois against any
and all expenses, judgments, fines, amounts paid in settlement, and any other
liabilities to the fullest extent permitted by such Act and may, at the
discretion of the board of directors, purchase and maintain insurance, at its
expense to protect itself and such persons against any such expense, fine,
amount paid in settlement or other liability, whether or not the corporation
would have the power to so indemnify such person under the Business Corporation
Act of Illinois.
ARTICLE VII
CERTIFICATES FOR SHARES AND
THEIR TRANSFER
SECTION 7.1. CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the chairman or a vice-chairman of
the board of directors, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
and may be sealed with the seal, or a facsimile of seal, of the corporation, if
the corporation uses a seal. If a certificate is countersigned by a transfer
agent or a registrar, other than the corporation itself or its employee, any
other signatures or countersignature on the certificate may be facsimiles.
If the corporation is authorized and does issue shares of more than one
class, every certificate representing shares issued by the corporation shall set
forth on the face or back of the certificate a full summary or statement of all
of the designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be issued.
If the corporation is authorized to issue any preferred or special class in
series, every certificate representing such shares issued by the corporation
shall set forth on the face or back of the certificate a full summary or
statement of all of the variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series. Such statement may be
omitted from the certificate if it shall be set forth upon the face or back of
the certificate that such statement, in full, will be furnished by the
corporation to any shareholder upon request and without charge.
Each certificate representing shares shall also state that the
corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares and the designation of
the series, if any, which such certificate represents. Each certificate
representing shares shall be consecutively numbered or otherwise identified.
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The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for shares were issued shall
be entered on the books of the corporation. 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. No certificate shall be issued for any
share until such share is fully paid.
SECTION 7.2. LOST CERTIFICATES. If a certificate representing
shares of the corporation is alleged to have been lost, stolen or destroyed, the
board of directors may in its discretion, except as may be required by law,
direct that a new certificate be issued. In connection with the issuance of any
such new certificate, the board may require the owner of the lost, stolen or
destroyed certificate or his or her legal representative to provide such
indemnification, and may impose such other reasonable requirements, as the board
shall deem necessary or desirable.
SECTION 7.3. TRANSFERS OF SHARES. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate shall be
cancelled and the transaction recorded upon the books of the corporation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 and end on
December 31 of each year.
ARTICLE IX
DIVIDENDS
The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding and treasury shares in such
manner and upon such terms and conditions as provided by law and the articles of
incorporation.
ARTICLE X
SEAL
The corporate seal, if any, shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
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ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under these by-laws or
under the provisions of the articles of incorporation or under the provisions of
the Business Corporation Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII
AMENDMENTS
The by-laws of the corporation may be made, altered, amended or
repealed by the shareholders or the board of directors. The by-laws may contain
any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.
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