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EXHIBIT 3.3
MEDEX, INC.
CODE OF BY-LAWS
ARTICLE I
MEETINGS OF BOARD
Section 1. Organization of Meetings
At each meeting of the Board of Directors, the Chairman, or, in his
absence, the President, or, in the absence of both the foregoing, a Chairman
chosen by a majority of the Board of Directors present, shall preside. The
Secretary, or, in his absence, any person appointed by the Chairman, shall
perform the duties of Secretary of the meeting and shall keep the minutes
thereof.
Section 2. Place of Meetings
The meetings of the Board shall be held at such place or places, within or
without the State of Ohio, as may from time to time be fixed by the Board of
Directors, or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
Section 3. Meetings
Meetings of the Board of Directors shall be held whenever called by the
Chairman, or, in his absence, the President, or by any two Directors. Unless
waived before, at or after the meeting as hereinafter provided, notice of each
such meeting shall be given by the Chairman or the persons calling such meetings
to each Director in any of the following way:
(1) By orally informing him of the meeting in person or by telephone not
later than two days before the date of the meeting.
(2) By personal delivery to him not later than two days before the date of
the meeting of written notice thereof.
(3) By mailing written notice to him, or by sending notice to him by
telegram, cablegram, radiogram, any such notice to be posted or dispatched, as
the case may be, a sufficient length of time before the meeting so that in the
ordinary course of the mail or of the transmission of telegrams, cablegrams, or
radiograms, as the case may be, delivery thereof would normally be made to him
not later than two days before the date of the meeting.
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Unless otherwise required by this Code of By-Laws, the notice of any
meeting need not specify the purpose or purposes of the meeting. Notice of any
meeting of the Board may be waived by any Director, either before, at or after
the meeting, in writing or by telegram, cablegram or radiogram.
Section 4. Order of Business
The order of business, but not the agenda at meetings of the Board shall be
such as the Chairman may prescribe or follow, subject, however, to his being
overruled with respect thereto by a majority vote of the members of the Board
present.
ARTICLE II
OFFICERS OF THE COMPANY AND THEIR AUTHORITY
Section 1. Creation of the Office of Chairman of the Board
There is hereby created the office of Chairman of the Board, who shall be
referred to in these By-Laws as the "Chairman." The Chairman shall have such
authority as is or may be conferred by the General Corporation Law of Ohio, the
Articles of Incorporation, the Code of Regulations, these By-Laws of the Company
and resolutions of the Board of Directors. The Chairman shall be a director.
The Chairman of the Board shall be responsible for the organization of and
shall conduct as presiding Officer all shareholder meetings and, with an Agenda
provided by the Chief Executive Officer and such additional matters as may be
requested by individual directors, shall conduct all meetings of the Board of
Directors of the Company.
Section 2. Creation of the Office of Chief Executive Officer
There is hereby created the office of Chief Executive Officer of the
Company, who shall be referred to in these By-Laws as the "CEO." The CEO shall
have such authority as is or may be conferred by the General Corporation Law of
Ohio, the Articles of Incorporation, and Code of Regulations and these By-Laws,
including the primary responsibility for and authority over the following
matters:
(1) The direction of the senior management in the development of the basic
mission, objective, policies, and operating plans of the company, to organize
this work into a short term (3 year) and long term (5 year) strategic plan for
presentation to and approval by the Board of Directors. Further, to periodically
and regularly see that these plans are reviewed and amended as necessary by the
Board of Directors.
(2) The recommendation to the Board of Directors of employment, terms of
employment, compensation, termination, terms
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of termination, including performance appraisals of all Officers of the Company
appointed by the Board of Directors.
(3) Have executive authority over and direct supervision of and
receive the reports of the Chief Operating Officer of the Company.
(4) Have final authority over all employment, compensation, terms of
employment, changes in terms of employment or compensation, and termination of
employment of all Company personnel to the level of Manager and Director.
Prescribe the specific limits of the authority of subordinates. Resolve any
conflicts arising between subsidiaries, operating groups, staff departments or
other functioning units.
(5) Have in accordance with such authority as is conferred by the Board of
Directors, the General Corporation Law of Ohio, the Articles of Incorporation,
the Code of Regulations, ultimate executive authority through the COO over all
the financial and legal affairs of the Company, receive the reports of the CFO,
The Vice President for Corporate Quality Assurance and Regulatory Affairs, and
the Secretary and General Counsel.
(6) Have responsibility for the long range physical and financial planning
of the Company, including the strategic planning process.
(7) Establish and maintain an effective system of communication throughout
the company and with the Board of Directors.
(8) The CEO of the Company is hereby authorized to execute and deliver on
behalf of the Company all contracts, deeds, mortgages, leases, promissory notes,
bonds, bills, drafts and other instruments in writing as he may deem necessary
and proper in the conduct of the Company's business. The CEO shall sign all
share certificates. The CEO is also authorized to borrow any money or otherwise
incur any indebtedness on behalf of the Company which the Board of Directors by
resolution deem necessary and proper in the conduct of the Company's business.
Provided, however, the CEO is authorized to borrow money or otherwise incur an
indebtedness on behalf of the Company up to a sum established by resolution of
the Board of Directors, without Board approval. Except as otherwise required by
law or by the Code of Regulations of the Company, resolutions of the Board of
Directors or these By-Laws, no other Officer shall execute or deliver on behalf
of the Company any instrument in writing or shall borrow any money or incur any
indebtedness without the specific authorization of the Board of Director and the
CEO.
(9) Have authority over and executive responsibility for all merger and
acquisition activities of the Company.
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(10) Have executive responsibility for all shareholder relations including
planning of the annual and special meeting of shareholders and reports to the
shareholders. Have responsibility for preparation of and presentation to the
Chairman of the Board, the Agenda for each Board meeting.
Section 3. Creation of the Office of Chief Operating Officer
There is hereby created the office of Chief Operating Officer of the
Company, who shall be referred to in these By-Laws as the "COO." The COO shall
have such authority as is or may be conferred by these By-Laws and resolutions
of the Board of Directors, including the responsibility for and authority over
the following matters:
(1) Recommending to the CEO the employment, terms of employment,
compensation, changes in terms of employment or compensation, termination, terms
of termination, of all Company personnel reporting to the COO.
(2) Have executive authority over and direct supervision of, and receive
the reports of all of the Officers of the Company except CEO, the CFO, the Vice
President for Corporate Quality Assurance and Regulatory Affairs, and the
Secretary and General Counsel and their direct subordinates.
(3) Have final authority over all employment, compensation, terms of
employment, changes in terms of employment or compensation, and term of
employment of all Company personnel below the title of Manager and Director.
(4) Have executive authority over and responsibility for the manufacturing,
marketing, and research and development operations of the Company and shall have
such executive authority to direct the CFO, the Vice President for Corporate
Quality Assurance and Regulatory Affairs, and the Secretary and General Counsel
in regard to their duties as is necessary to carry out this responsibility. Have
authority and responsibility to guide and direct the management in the
development, production, promotion, sale and servicing of the company's products
and services through out the world, to achieve budgeted profits, financial
criteria and preservation of the company capital.
(5) Have authority to direct the development of corporate communication and
information flow. Develop policies to ensure the execution of the policies of
the CEO.
(6) Have authority to direct creation and use of adequate and equitable
personnel and human resource policies. Participate and direct acquisition and
growth activities in accordance with the plans of the CEO and the Board of
Directors.
(7) Have authority over activities as may be directed from time to time by
the CEO.
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(8) Have authority to delegate activities and responsibilities as necessary
to those reporting to the COO.
(9) In case of the temporary absence or disability of the CEO, the COO of
the Company is hereby authorized to execute and deliver on behalf of the Company
all contracts, deeds, mortgages, leases, promissory notes, bonds, bills, drafts
and other instruments in writing as he may deem necessary and proper in the
conduct of the Company's business. The COO may also sign all share certificates.
With the written authority of the CEO, the COO is authorized to borrow any money
or otherwise incur any indebtedness on behalf of the Company up to the limit
established by the Board of Directors for the CEO. Except as otherwise required
by law, by the Code of Regulations of the Company, or by these By-Laws, no other
Officer shall execute or deliver on behalf of the Company any instruments in
writing or shall borrow any money or incur any indebtedness without the specific
authorization of the Board of Directors.
(10) In the temporary absence or disability of the CEO and with the written
approval of the majority of the Board of Directors the COO may exercise any
power of the CEO granted in these By-Laws.
Section 4. Creation of the Office of President
There is hereby created the office of President of the Company, who shall
be referred to in these By-Laws as the "President" and shall have such authority
as is or may be conferred by the General Corporation Law of the State of Ohio,
the Articles of Incorporation, the Code of Regulations, these By-Laws of the
Company, and resolutions of the Board of Directors.
Section 5. Creation of the Office of Executive Vice President
There is hereby created the office of Executive Vice President of the
Company, who shall be referred to in these By-Laws as the "Executive Vice
President." The Executive Vice President shall have such authority as is or may
be conferred by the Code of Regulations, these By-Laws of the Company, and
resolutions of the Board of Directors.
Section 6. Creation of the Office of Senior Vice President and Vice
President
There is hereby created the offices of Senior Vice-President and Vice
President of the Company, who shall be referred to in these By-Laws as "Senior
Vice-President and Vice President." There shall be as many Senior
Vice-Presidents and Vice Presidents as may be created from time to time by
resolution of the Board of Directors and these Senior Vice-Presidents and Vice
Presidents shall have such authority as is or may be conferred by the Code of
Regulations, these By-Laws of the Company, and resolutions of the
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Board of Directors. There is hereby created the office of Assistant Vice
President of the Company, who shall be referred to as "Assistant Vice
President." There shall be as many Assistant Vice Presidents with such authority
as is conferred by the Code of Regulations, these By-laws of the Company and
resolutions of the Board of Directors.
Section 7. Creation of the Office of Chief Financial Officer and Treasurer
There is hereby created the office of Chief Financial Officer and Treasurer
of the Company, who shall be referred to in these By-Laws as the "CFO." The CFO
shall report to the CEO. The CFO shall have such authority as is or may be
conferred by the General Corporation Law of Ohio, the Articles of Incorporation,
the Code of Regulations, the By-Laws of the Company and resolutions of the Board
of Directors, including the primary responsibility for and authority over the
following matters:
(1) The preservation of the balance sheet, and earnings of the company
through planning, budgeting and forecasting.
(2) The development and operation of a system of internal controls to
insure the integrity and reliability of the financial and management accounting
and reporting.
(3) The providing of accurate and timely information, counsel and judgement
to the CEO, the COO, and other officers on the executive team.
(4) The implementation of effective accounting policies and systems for
financial management of the company.
(5) The leadership and integration of related financial management
functions and accountabilities including, controllership, treasury, tax, parts
of strategic planning and investor relations and the internal administration of
stock options, profit sharing trust and other related employee benefits.
Section 8. Creation of the Office of Secretary
There is hereby created the office of Secretary of the Company, who shall
be referred to in these By-Laws as the "Secretary." The Secretary shall report
to the CEO. The Secretary shall have such authority as is or may be conferred by
the General Corporation Law of Ohio, the Articles of Incorporation, the Code of
Regulations, the By-Laws of the Company and resolutions of the Board of
Directors.
Section 9. Deposits and Bank Accounts
Such general and special bank accounts shall be opened with such banks,
trust companies or other depositories as the Board may designate or select for
the purpose.
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All funds of the Company shall be deposited to the credit of the Company in
such depositories unless they are invested in accordance with directions set
forth by resolution of the Board of Directors.
ARTICLE III
COMPENSATION AND RETIREMENT OF DIRECTORS
Section 1. Compensation of Directors
The compensation of Directors of the Company shall be established from time
to time by the Board of Directors in accordance with the provision of Article
4.07 of the Code of Regulations and these By-Laws.
(1) The annual directors fee shall be $ 5,000 payable $1,250 per quarter.
(2) The Board meeting fee shall be $1,000 per meeting.
(3) The Committee meeting fee shall be $400 per meeting for the committee
members and $500 per meeting for the Chairman.
Section 2. Retirement Ages and Ages for Eligibility for Election
(1) Unless an exception is created pursuant to Section 3 hereof, no
Director of the Company shall be eligible to be elected as a Director of the
Company if the term for which the Director is to be elected begins after the
annual meeting of the Company following that Directors' seventieth (70th)
birthday.
(2) Any Director who is no longer eligible for election as a Director of
the Company by virtue of Section 2. (1) above and who is not an Emeritus
Director under Article IV of these By-Laws and is otherwise in good standing,
shall be a retired Director of the Company.
Section 3. Minimum Retirement Age
(1) Any Director of the Company may elect to retire by notifying the
Company in writing of such election if,
(2) The Director is sixty-two (62) years of age and in good standing with
the Company and if,
(3) The Director has served a minimum of five (5) years as a Director and
if,
(4) The Director has not elected or been granted Emeritus status under
Article IV of these By-Laws.
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Section 4. Exception to Retirement and Eligibility for Election Ages
(1) The Board of Directors may by resolution adopted by affirmative vote of
seventy-five (75%) percent of the Directors of the Company waive for a specific
period any of the provisions of Section 1 of this Article, as to a specific
individual Director.
(2) The seventy-five (75%) percent affirmative vote shall not include the
vote of the Director affected.
Section 5. Retirement Benefit
(1) Eligibility:
Any outside Director non employee who has retired status in accordance with
the provisions of Article III of these By-Laws and is otherwise in good
standing, shall be entitled to receive the following annual benefit paid at
least in quarterly payments.
(2) The Annual Benefit:
Shall be three percent (3%) of the current annual fee times the number of
whole years of service as a Director.
(A) However, the maximum annual benefit shall be fifty (50%) percent of
the current annual fee.
(B) The annual benefit shall be payable until the death of the retired
Director, or for fifty percent (50%) of the whole years of service
of the retired Director or for a maximum of ten (10) years,
whichever is first.
Section 6. Vote Required to Change Directors Compensation or Amend this
Article III
The compensation of any Director, Director Emeritus or retired Director of
the Company provided for by Sections 1 or 5 of this Article III shall not be
stopped, reduced or otherwise diminished in any way or from any cause, prior to,
during or following any "business combination" as defined in Article Twelfth of
the Articles of Incorporation of the Company, and Article IV of these By-Laws,
nor shall this Article III of the By-Laws be amended, notwithstanding the
provisions of Article VII of these Company By-Laws, prior to, during or
following any "business combination" as defined in Article Twelfth of the
Company's Articles of Incorporation, unless the stopping, reducing or otherwise
diminishing of Directors compensation or the amending of this section is
approved by 80% of the "continuing Directors" of the Company as "continuing
Director" is defined by Article Twelfth of the Articles of Incorporation of the
Company.
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Section 7. Alternate Compensation
In the event, that contrary to the provisions of Section 6 of this Articles
III of these By-Laws there is in fact, prior to, during or following a "business
combination" as defined in Section 6, a diminution of Director compensation or a
retired Directors retirement benefit from any cause, then there shall be
immediately due and payable, from the Company, to each Director affected, in one
lump sum, together with any court costs and attorney's necessary to collect it,
an amount equal to two times the total compensation received by that Director or
retired Director during the twelve months immediately preceding the effective
date of the act or cause diminishing the Directors compensation or in the case
of a retired Director, an amount equal to the maximum total amount that the
retired Director could possibly receive over the life of the benefit pursuant to
Article II Section 5, plus an amount equal to any court cost and attorney's fees
necessary to collect it.
ARTICLE IV
EMERITUS DIRECTORS
Section 1. Eligibility For Director Emeritus
(1) Any Director of the Company who is eligible to be a retired Director of
the Company may upon obtaining such eligibility notify the Company in writing of
the Director's decision to become a Director Emeritus.
(2) Unless the Board at any time by resolution denies the Director Emeritus
such status, the Director shall serve as a Director Emeritus for five years from
the date of election or until the Director Emeritus' seventy-fifth (75th)
birthday, whichever shall occur first.
Section 2. Duties of Director Emeritus
(1) It is the purpose of the Company in creating Directors Emeritus to
preserve for the Board the source of wisdom and experience that the Director
Emeritus represent.
(2) A Director Emeritus shall attend all regular meetings of the Board and
shall offer such advice and expertise as may from time to time be appropriate.
(3) A Director Emeritus shall attend such committee meetings as the Board
may from time to time direct.
(4) A Director Emeritus may from time to time be assigned special projects
or reports to perform for the Board.
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Section 3. Compensation of the Director Emeritus
(1) A Director Emeritus shall be paid at the rate of fifty percent (50%) of
the current annual fee paid to Directors of the Company and fifty percent (50%)
of the current fee paid to Directors of the Company for attendance at meetings.
(2) A Director Emeritus shall be paid the same fee for committee meetings
actually attended, as a Director.
Section 4. Exception to Eligibility Requirement for Director Emeritus
The Board of Directors may by resolution adopted by affirmative vote of
seventy-five (75%) percent of the Directors of the Company waive for a specific
period any of the provisions of Section 1 of this Article, as to a specific
individual Director.
Section 5. Vote Required to Change Director Emeritus Compensation or Amend
this Article IV
The compensation of any Director Emeritus of the Company provided for by
Section 3 of this Article IV shall not be stopped, reduced or otherwise
diminished in any way or from any cause, prior to, during or following any
"business combination" as defined in Article Twelfth of the Articles of
Incorporation of the Company, and Article III of these By-Laws, nor shall this
Article IV of the By-Laws be amended, notwithstanding the provisions of Article
VII of these Company By-Laws, prior to, during or following any "business
combination" as defined in Article Twelfth of the Company's Articles of
Incorporation, unless the stopping, reducing or otherwise diminishing of
Directors compensation or the amending of this Section is approved by 80% of the
"continuing Directors" of the Company as "continuing Director" is defined by
Articles Twelfth of the Articles of Incorporation of the Company.
Section 6. Alternate Compensation
In the event, that contrary to the provisions of Section 5 of this Article
IV of these By-Laws there is in fact, prior to, during or following a "business
combination" as defined in Article III Section 6, a diminution of a Director
Emeritus' compensation from any cause, then there shall be immediately due and
payable, from the Company, to each Director Emeritus affected, in one lump sum,
together with any court costs and attorney's necessary to collect it, an amount
equal to three times the total compensation received by that Director Emeritus
during the twelve months immediately preceding the effective date of the act or
cause diminishing the Director Emeritus' compensation.
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ARTICLE V
STANDING COMMITTEES OF THE BOARD
The Board of Directors hereby creates the following permanent or standing
committees of the Board, each of which shall consist of not less than three
members chosen by the Board. The Committees shall have the duties and
responsibilities assigned herein, or assigned from time to time by resolution of
the Board.
Section 1. Audit Committee
The Audit Committee shall consist of three members of the Board appointed
by the Board and shall be responsible for:
(1). Recommending to the Board of Directors the selection of the
independent accountants to be employed by the Company.
(2). Reviewing the scope of the independent audit and the results
thereof, including overseeing management's compliance with auditor's
deficiency letters.
(3). Reviewing the Company's internal accounting controls with the
independent auditors and acting as an overseer of the financial
reporting process (including quarterly reports).
(4). Reviewing the management discussion and analysis section of the
annual report with the management of the Company.
(5). Reviewing annually management's program for monitoring compliance
with the Code of Corporate Conduct.
(6). Reviewing the representation letter submitted by management to the
independent auditor.
(7). Reporting to the Board of Directors the activities of the Audit
Committee.
Section 2. Executive Compensation Committee
The Committee shall consist of four members of the Board, appointed by the
Board and shall be responsible for studying on an ongoing basis, the
compensation of the Officers and Directors of the Company and for reporting at
least annually to the Board on the status of the compensation of the Officers
and Directors and for:
(1) Recommending to the Board from time to time, but at least annually, any
changes in the compensation of the Officers and Directors it feels are
appropriate, to review and recommend to the Board of Directors the adoption of
any compensation plans in which Directors and Officers are eligible to
participate.
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(2) Preparing such reports as are required by law for the annual proxy
statement.
(3) Studying, advising and recommending to the Board what types of stock
option or stock appreciation plans may be available to the Company and advising
on the desirability, effect and operation of any plan the Company presently has
or might have or might consider in the future.
(4) Assuming such duties or responsibilities for administration and
interpretation of any option plan of the Company as may from time to time be
delegated to the Committee by a plan or by the Board of Directors, including
selection the employees who are to participate in such plans and determining the
terms of their participation.
(5) Performing the duties delegated to it under the Company employee's
profit sharing plan and trust agreement and in addition to its duties under the
Company Employee's Profit Sharing Plan and Trust Agreement, shall be responsible
for advising the Board of Directors with regard to any and all other ERISA
qualified pension, profit sharing or bonus plans established by the Company.
Section 3. Nominating Committee
(1) The Committee shall be composed of three members of the Board of
Directors. Two of whom are not officers or employees of the Company. The
Chairman may name such additional ex-officio members as he deems appropriate.
(2) The Committee shall be responsible on an ongoing basis for the search
for, investigation of, recommendation to the Board for nomination of, the
recruitment of, any new candidates for election to the Board of Directors as
they are needed from time to time.
Section 4. Executive Committee
(1) This Committee is created pursuant to Article Four, Section 4.09 of the
Code of Regulations of the Company. The Executive Committee shall be composed of
four members of the Board of Directors, not less than two of whom shall be non
employee outside Directors.
(2) The Committee shall have authority to act for the Board of Directors to
the extent provided in this By-Law or by future resolution of the Board of
Directors. The Committee will advise management on personnel, legal, board
agenda organization and strategic planning matters.
(3) The Committee shall meet at least quarterly at the call of the Chairman
and when practicable at a time close to the week falling between Board of
Directors' meetings. The Committee shall
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meet at any other times necessary for the transaction of its business.
(4) The Committee shall, at any time when it is not practical or in the
best interest of the Company to wait until a Board meeting, have authority to
approve contracts, obligations and transactions of the Company up to $350,000.
(5) The Committee shall have responsibility for directing or contracting
for the disposition of charitable grants from the amounts of money set aside
annually by the Board of Directors for charitable contributions.
(6) The minutes of the Committee meetings shall be kept and submitted to
the entire Board for approval by the Board, at the next meeting of the Board,
approval of the minutes by the Board of Directors shall constitute approval of
and ratification of all actions of the Committee set forth in those minutes by
the Board of Directors.
Section 5. Finance Committee
(1) The Committee shall be composed of four members of the Board of
Directors which shall include not less than two outside non-employee directors,
the Chief Executive Officer and when a member of the Board, the Chief Operating
Officer. The Committee shall be responsible for formulating and presenting
recommendations to the Board of Directors on investment policy, financial
matters, capital structure and allocation, dividends, financing arrangements,
financial planning, budgeting and shall undertake such other duties and
responsibilities relating to corporate financing as the Board of Directors may
from time to time delegate to the Committee.
(2) The Committee shall keep the Board advised on its evaluation of the
financial operations of the Company resulting from its review of the short and
long term financial plans and results of the Company and its consultations with
the Chief Financial Officer, the Treasurer, and the Controller.
ARTICLE VI
SHAREHOLDER MEETINGS
Section 1. Transaction of Business
No business may be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any
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duly authorized committee thereof), (b) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in Section 2 of this
Article VI and on the record date for the determination of stockholders entitled
to vote at such annual meeting and (ii) who complies with the notice procedures
set forth in the Section 2 of this Article VI. The nomination by a stockholder
of any person for election as a director, other than the persons nominated by
the Board of Directors or any duly authorized committee thereof, shall be
considered business other than business specified in clauses (a) and (b) above
and shall be permitted only upon compliance with the requirements of this
Section 2 of this Article VI.
Section 2. Notice of Business
In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for on a
date that is not within (30) days before or after such anniversary date, notice
by the stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
be set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business described to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business, (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting, and in the case of the nomination of a person as a director, a brief
description of the background and credentials of such person including (A) the
name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the Corporation which are
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beneficially owned by such person, and (D) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or as otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected).
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2 of this Article VI, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 2 of this Article VI shall be deemed to
preclude discussion by any stockholder of any such business. If the Chairman of
an annual meeting determines that business was not properly brought before the
meeting in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.
ARTICLE VII
AMENDMENT OF CODE OF BY-LAWS
At any meeting of the Board, notice of which shall have been given or
waived as required by this Code of By-Laws, this Code may be amended or repealed
in whole or in part, or new By-Laws added thereto and adopted, by the
affirmative vote of the majority of all of the Directors of the Company, except
as provided in Article III Section 6 and Article IV Section 5 of these By-Laws.