EXHIBIT 3.6
BY-LAWS
OF
GENCA CORPORATION
.
.
.
TABLE OF CONTENTS
Page
----
ARTICLE I -- Offices............................................................ 1
Section 1.01. Registered Office.............................................. 1
Section 1.02. Other Offices.................................................. 1
ARTICLE II -- Meetings of Stockholders.......................................... 1
Section 2.01. Annual Meetings................................................ 1
Section 2.02. Voting......................................................... 1
Section 2.03. Quorum......................................................... 2
Section 2.04. Special Meetings............................................... 2
Section 2.05. Notice of Meetings............................................. 2
Section 2.06. Action Without Meeting......................................... 2
ARTICLE III -- Directors........................................................ 2
Section 3.01. Number and Term................................................ 2
Section 3.02. Resignation.................................................... 2
Section 3.03. Vacancies...................................................... 2
Section 3.04. Removal........................................................ 3
Section 3.05. Powers......................................................... 3
Section 3.06. Committees of the Board........................................ 3
Section 3.07. Meetings....................................................... 3
Section 3.08. Quorum......................................................... 4
Section 3.09. Compensation................................................... 4
Section 3.10. Action Without Meeting; Presence at Meetings................... 4
ARTICLE IV -- Officers.......................................................... 4
Section 4.01. Officers....................................................... 4
Section 4.02. Other Officers and Agents...................................... 4
Section 4.03. Resignation; Removal........................................... 4
Section 4.04. President...................................................... 4
Section 4.05. Vice Presidents................................................ 5
Section 4.06. Controller..................................................... 5
Section 4.07. Treasurer...................................................... 5
Section 4.08. Secretary...................................................... 5
Section 4.09. Assistant Secretaries.......................................... 5
Section 4.10. Assistant Treasurers........................................... 5
Section 4.11. Compensation................................................... 5
ARTICLE V -- Miscellaneous...................................................... 6
Section 5.01. Certificates of Stock.......................................... 6
Section 5.02. Transfer Agents and Registrars................................. 6
Section 5.03. Lost Certificates.............................................. 6
Section 5.04. Transfer of Shares............................................. 6
Section 5.05. Stockholders Record Date....................................... 6
Section 5.06. Dividends...................................................... 6
Section 5.07. Registered Stockholders........................................ 6
i
Section 5.08. Seal........................................................... 7
Section 5.09. Fiscal Year.................................................... 7
Section 5.10. Checks......................................................... 7
Section 5.11. Execution of Proxies........................................... 7
Section 5.12. Notice and Waiver of Notice.................................... 7
ARTICLE VI -- Amendments........................................................ 7
ii
BY-LAWS
OF
GENCA CORPORATION
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be established and maintained at the
office of The Corporation Trust Company, in the City of Wilmington, County of
New Castle, and said corporation shall be the Registered Agent of the
Corporation in charge thereof.
SECTION 1.02. Other Offices. The principal place of business
of the Corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle; and the Corporation may have other offices, either within
or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. Annual meetings of stockholders
for the election of directors and for the transaction of any proper business
shall be held at such place, either within or without the State of Delaware, and
at such time and date as the Board of Directors by resolution shall determine
and as set forth in the notice of the meeting. If the annual meeting of
stockholders is not held on the date designated therefor, the Board of Directors
shall cause the meeting to be held as soon thereafter as convenient. At each
annual meeting the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as may properly be
brought before the meeting.
SECTION 2.02. Voting. Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-Laws shall be entitled to one vote, in person or
by proxy, for each share of stock outstanding and entitled to vote held by such
stockholder, but no proxy shall be voted after three years from its date unless
such proxy provides for a longer period. Upon the demand of any stockholder, the
vote for directors and the vote upon any question before the meeting shall be by
written ballot. When a quorum is present at any meeting, the vote of the holders
of a majority of the shares of stock outstanding and having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of a statute
or of the Certificate of Incorporation a different vote is required in which
case such express provision shall govern and control the decision of such
question.
The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten 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 a 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 days prior to the meeting, either at a place within the city or town 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.
SECTION 2.03. Quorum. At all meetings of stockholders, except
as otherwise required by statute or by the Certificate of Incorporation, the
presence, in person or by proxy, of the holders of a majority of the shares of
stock outstanding and entitled to vote thereat shall be requisite for, and shall
constitute a quorum for, the transaction of business. In case a quorum shall not
be present at any meeting, a majority in interest of the stockholders entitled
to vote thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of shares entitled to vote shall be present
or represented. At any such adjourned meeting at which the requisite amount of
shares entitled to vote shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty 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 2.04. Special Meetings. Special meetings of the
stockholders for any purpose or purposes unless otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the President or the
Secretary and shall be called by the president or the Secretary at the request
of the Board of Directors or at the request in writing of the holders of a
majority of the shares of stock outstanding and having voting power. Such
request shall state the purpose or purposes of the proposed meeting. Special
meetings may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting.
SECTION 2.05. Notice of Meetings. Written notice, stating the
place date and time of any meeting, annual or special, and, if a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder entitled to vote thereat, not less than ten or more than
sixty days before the date of the meeting.
SECTION 2.06. Action Without Meeting. Unless otherwise
provided in 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 the stockholders, may be taken without a
meetings 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 who have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 3.01. Number and Term. The number of directors shall
be three or such other number as may be fixed from time to time by resolution of
the Board of Directors or by action of the stockholders. The directors shall be
elected at the annual meeting of the stockholders and each director shall be
elected to hold office until his successor shall be elected and qualified.
Directors need not be stockholders.
SECTION 3.02. Resignation. Any director or member of a
committee may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein or, if no time be specified, at
the time of its receipt by the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3.03. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors shall be
elected and qualified.
2
Unless otherwise provided by the Certificate of Incorporation,
when one or more directors shall resign from the Board of Directors, effective
at a future date, a majority of the directors then in office, including those
who have so resigned shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as herein provided in
the filling of other vacancies.
In the event that a vacancy or newly created directorship
shall not have been filled by the Board of Directors, the additional director or
directors may be elected by the stockholders entitled to vote thereon, either at
an annual meeting of stockholders or at a special meeting called for the
purpose. The director or directors so chosen shall hold office until the next
annual meeting of stockholders and until their successors shall be elected and
qualified.
SECTION 3.04. Removal. Any director or directors may be
removed either for or without cause at any time by the affirmative vote of the
holders of a majority of all the shares of stock outstanding and entitled to
vote, at a special meeting of the holders of such shares and the vacancies thus
created may be filled, at such meeting or at any subsequent meeting, by the
affirmative vote of a majority in interest of the stockholders entitled to vote.
SECTION 3.05. Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors which may exercise all
the powers of the Corporation and do all lawful acts and things which are not
conferred upon or reserved to the stockholders by law, by the Certificate of
Incorporation or by these By-Laws.
SECTION 3.06. Committees of the Board. The Board of Directors
may, by resolution passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers of the business
and affairs of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets recommending to the stockholders a dissolution
of the Corporation or a revocation of a dissolution, or amending the By-Laws of
the Corporation; and, unless the resolution or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
SECTION 3.07. Meetings. Meetings of the Board of Directors
shall be held at such place, either within or without the State of Delaware, as
the Board of Directors shall from time to time designate or as may be specified
in the notice of such meeting.
Special meetings of the Board of Directors may be held at any
time upon the call of the President or the Secretary by notice to each director
given not less than two days, or not less than three days in the case of notice
given by mail, before such meeting. Special meetings shall be called by the
President or the Secretary in like manner and on like notice on the written
request of two directors.
Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board of Directors. The first meeting of a newly elected Board of
Directors shall be held without notice as soon as practicable after each annual
meeting of the stockholders at the same place at which such meeting was held,
provided a quorum is present. If a quorum is not present, such first meetings
may be held at such time and such place as shall be specified in a notice given
as herein provided for special meetings of the Board of Directors.
3
SECTION 3.08. Quorum. Not less than a majority of the total
number of directors shall constitute a quorum for the transaction of business.
If at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at the meeting which shall be so adjourned. The vote 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 a statute or the Certificate
of Incorporation shall require a vote of a greater number.
SECTION 3.09. Compensation. Directors shall not receive any
stated salary for their services as directors or as members of committees, but
by resolution of the Board of Directors a fixed fee and expenses of attendance
may be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise and receiving compensation therefor.
SECTION 3.10. Action Without Meeting; Presence at Meetings.
Unless otherwise restricted in the Certificate of Incorporation, 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 the members of the
Board of Directors or the 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 of Directors or committee.
Unless otherwise restricted by the Certificate of
Incorporation, members of the Board of Directors, or any committee designated by
such Board, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another, and such
participation in a meeting shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
SECTION 4.01. Officers. The officers of the Corporation shall
be the President, a Secretary, a Treasurer and a Controller, each of whom shall
be elected by the Board of Directors and shall hold office until his successor
shall be elected and have qualified. The Board of Directors also may elect one
or more Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. The officers shall be elected annually by the Board of Directors at
its first meeting following the annual meeting of stockholders and shall hold
office until their successors are chosen and have qualified. Any number of
offices may be held by the same person.
SECTION 4.02. Other Officers and Agents. The Board of
Directors may appoint such other officers and agents as may from time to time
appear to be necessary or advisable in the conduct of the affairs of the
Corporation, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.
SECTION 4.03. Resignation; Removal. Any officer may resign at
any time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective. Any officer may be removed, for or without
cause, at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office shall be filled for the unexpired
portion of the term by the Board of Directors.
SECTION 4.04. President. The President shall be the Chief
Executive Officer of the Corporation. The President shall have general and
active control of the Corporation's business, finances and affairs subject to
the control of the Board of Directors. Except as may otherwise be provided by
the Board of Directors from time to time, the president shall have general power
to execute bonds, deeds, contracts, conveyances and other instruments in the
name of the Corporation and to affix the corporate seal; to appoint all
employees and agents of the Corporation whose appointment is not otherwise
provided for and to fix the compensation thereof subject to the provisions of
these By-Laws and subject to the approval of the Board of Directors; to remove
or suspend any
4
employee or agent who shall not have been appointed by the Board of Directors;
and to suspend for cause, pending final action by the body which shall have
appointed him, any officer other than an elected officer, or any employee or
agent who shall have been appointed by the Board of Directors. He shall have
such further powers and duties as may be conferred on him by the Board of
Directors.
SECTION 4.05. Vice Presidents. The Vice Presidents, if any,
shall have such powers and perform such duties as may be respectively assigned
to them from time to time by the Board of Directors or the Chief Executive
Officer. In the absence or the disability of the President, his duties shall be
performed and his performance may be exercised by the Senior Vice President or
other Vice President or Vice Presidents in the order determined by the Board of
Directors or, failing such delegation, in the order of their last election to
that office.
SECTION 4.06. Controller. The Controller shall prescribe and
have charge of the system of books and accounts. He may require reports from the
Treasurer and all other officers or agents of the Corporation who receive or
disburse funds for its account at such times and in such forms as he may deem
desirable.
SECTION 4.07. Treasurer. The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit the same in such
banks or other depositories as the Board of Directors, or any officer or
officers, or any officer and agent jointly, duly authorized by the Board of
Directors, shall, from time to time, direct or approve. He shall disburse the
funds of the Corporation under the direction of the Board of Directors or the
Chief Executive Officer. He shall keep a full and accurate account of all moneys
received and paid on account of the Corporation and shall render a statement of
his accounts whenever the Board of Directors shall require. He shall perform all
other necessary acts and duties in connection with the administration of the
financial affairs of the Corporation and shall generally perform all the duties
usually appertaining to the office of treasurer of a corporation. When required
by the Board of Directors, he shall give bonds for the faithful discharge of his
duties in such sums and with such sureties as the Board of Directors shall
approve.
SECTION 4.08. Secretary. The Secretary shall attend all
meetings of the Board of Directors and the stockholders and shall record all
votes and the minutes of all proceedings in a book to be kept for that purpose
and shall, when requested, perform like duties for all committees of the Board
of Directors. He shall attend to the giving of notice of all meetings of the
stockholders and, if notice is required, of meetings of the Board of Directors
and of committees thereof; he shall have custody of the corporate seal and, when
authorized by the Board of Directors, shall have authority to affix the same to
any instrument and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary or an Assistant
Treasurer. He shall keep and account for all documents, papers and records of
the Corporation, except those for which some other officer or agent is properly
accountable. He shall generally perform all the duties appertaining to the off
ice of secretary of a corporation. In the absence of the Secretary, such person
as shall be designated by the Chief Executive Officer shall perform his duties.
SECTION 4.09. Assistant Secretaries. Each Assistant Secretary
shall perform such duties and have such powers as may from time to time be
assigned to him by the Board of Directors. In the absence or disability of the
Secretary, his duties shall be performed and his powers may be exercised by the
Assistant Secretary or the Assistant Secretaries in the order determined by the
Board of Directors or, failing such designation, in the order of their last
election to that office.
SECTION 4.10. Assistant Treasurers. Each Assistant Treasurer
shall perform such duties and have such powers as may from time to time be
assigned to him by the Board of Directors. In the absence or disability of the
Treasurer, his duties shall be performed and his powers may be exercised by the
Assistant Treasurer or the Assistant Treasurers in the order determined by the
Board of Directors or, failing such designation, in the order of their last
election to that office.
SECTION 4.11. Compensation. The Board of Directors shall have
the power to fix the compensation of all officers of the Corporation.
5
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Certificates of Stock. The shares of stock of
the Corporation shall be represented by certificates in such form as shall be
determined by the Board of Directors and shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, and shall be sealed with the seal of the Corporation or
a facsimile thereof. The signatures of the officers may be facsimiles if the
certificate is countersigned by a Transfer Agent or registered by a Registrar
other than the Corporation or its employee. 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 5.02. Transfer Agents and Registrars. The Board of
Directors may, in its discretion, appoint one or more banks or trust companies
in such city or cities as the Board of Directors may deem advisable, from time
to time, to act as Transfer Agents and Registrars of the shares of stock of the
Corporation and, upon such appointments being made, no certificate representing
shares shall be valid until countersigned by one of such Transfer Agents and
registered by one of such Registrars.
SECTION 5.03. Lost Certificates. In case any certificate
representing shares shall be lost, stolen or destroyed, the Board of Directors,
or any officer or officers authorized by the Board of Directors, may authorize
the issue of a substitute certificate in place of the certificate so lost,
stolen or destroyed, and, if the Corporation shall have a Transfer Agent and
Registrar, may cause or authorize such substitute certificate to be
countersigned by the appropriate Transfer Agent and registered by the
appropriate Registrar. In each such case, the applicant for a substitute
certificate shall furnish to the Corporation and to such of its Transfer Agents
and Registrars as may require the same, evidence to their satisfaction, in their
discretion, of the loss, theft or destruction of such certificate and of the
ownership thereof, and also such security or indemnity as may by them be
required.
SECTION 5.04. Transfer of Shares. Transfers of shares shall be
made on the books of the Corporation only by the person named in the
certificates or by his attorney lawfully constituted in writing, and upon
surrender and cancellation of a certificate or certificates of a like number of
shares, with duly executed assignment and power of transfer endorsed thereon or
attached thereto, and with such proof of the authenticity of the signatures as
the Corporation or its agents may reasonably require.
SECTION 5.05. Stockholders Record Date. In order that the
Corporation may determine the 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, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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 adjournment meeting.
SECTION 5.06. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital stock of the Corporation as and when they deem expedient. Before
declaring any dividends, there may be set apart, out of any funds of the
Corporation available for dividends, such sum or sums as the directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the directors shall deem conducive to the interests of the Corporation; and in
its discretion the Board of Directors may decrease or abolish any such reserve.
SECTION 5.07. Registered Stockholders. The Corporation shall
be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and other distributions, and to vote
as such owner, and to hold liable for calls and assessments the person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
6
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
SECTION 5.08. Seal. The corporate seal shall be circular in
form and shall contain the name of the Corporation, the year of its organization
and the words "CORPORATE SEAL, DELAWARE." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 5.09. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.
SECTION 5.10. Checks. 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 be determined from time to
time by resolution of the Board of Directors.
SECTION 5.11. Execution of Proxies. The President, or, in the
absence or disability of the president, a Vice President may authorize from time
to time the signature and issuance of proxies to vote upon shares of stock of
other corporations standing in the name of the Corporation or authorize the
execution of consents to action taken or to be taken by such other corporation.
All such proxies and consents shall be signed in the name of the Corporation by
the president or a Vice President and by the Secretary or an Assistant
Secretary.
SECTION 5.12. Notice and Waiver of Notice. Whenever any notice
is required to be given under the provisions of any law, of the Certificate of
Incorporation or of these By-Laws, personal notice is not meant unless expressly
so stated, and any notice so required shall be deemed to be sufficient if given
by depositing the same in the United States mail, postage prepaid, addressed to
the person entitled thereto at his address as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Notice to directors may also be given on the day of such mailing.
Notice to directors may also be given by telex, cable or telegram. Stockholders
not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by statute.
Whenever any notice whatever is required to be given under the
provisions of any law or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. 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. Attendance of a person
at a meeting 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.
ARTICLE VI
AMENDMENTS
These By-Laws may be altered, amended or repealed, and new
By-Laws may be adopted, by the stockholders or, when such power is conferred
upon the Board of Directors by the Certificate of Incorporation, by the Board of
Directors, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of the proposed alteration, amendment, repeal or adoption be
contained in the notice of such special meeting.
7