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Exhibit 3.2
EXHIBIT A
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CONLEY, CANITANO & ASSOCIATES, INC.
AMENDED AND RESTATED CODE OF REGULATIONS
As Adopted and in
Effect on July 21, 1998
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SHAREHOLDER MEETINGS
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1. TIME AND PLACE OF MEETINGS. All meetings of the shareholders for the
election of directors or for any other purpose will be held at such time and
place, within or without the State of Ohio, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, if any (the "Chairman"), the President, or
the Secretary, and stated in the notice of meeting. The Board of Directors may
postpone and reschedule any previously scheduled annual or special meeting of
the shareholders.
2. ANNUAL MEETING. An annual meeting of the shareholders will be held
at such date and time as may be designated from time to time by the Board of
Directors, at which meeting the shareholders will elect directors to succeed
those directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 8.
3. SPECIAL MEETINGS. Special meetings of shareholders may be called by
the Chairman or the President or by a majority of the Board of Directors acting
with or without a meeting or by any person or persons who hold not less than 50%
of all the shares outstanding and entitled to be voted on any proposal to be
submitted at said meeting. Special meetings of the holders of shares that are
entitled to call a special meeting by virtue of any Preferred Stock Designation
may call such meetings in the manner and for the purposes provided in the
applicable terms of such Preferred Stock Designation. For purposes of this
Amended and Restated Code of Regulations, "Preferred Stock Designation" means
the express terms of shares of any class or series of capital stock of the
Corporation, whether now or hereafter issued, with rights to distributions
senior to those of the Common Stock including, without limitation, any relative,
participating, optional, or other special rights and privileges of, and any
qualifications or restrictions on, such shares.
b. Upon written request by any person or persons entitled to call a
meeting of shareholders delivered in person or by registered mail to the
Chairman, the President or the Secretary, such officer shall forthwith cause
notice of the meeting to be given to the shareholders entitled to notice of such
meeting in accordance with Regulation 4. If such notice shall not be given
within 60 days after the delivery or mailing of such request, the person or
persons requesting the meeting may fix the time of the meeting and give, or
cause to be given, notice in the manner provided in Regulation 4.
4. NOTICE OF MEETINGS. Written notice of every meeting of the
shareholders called in accordance with these Regulations, stating the time,
place, and purposes for which the meeting is called, will be given by or at the
direction of the President, a Vice President, the Secretary or an Assistant
Secretary (or in case of their refusal, by the person or persons entitled to
call the meeting under Regulation 3). Such notice will be given not less than 7
nor more than 60 calendar days before the date of the meeting to each
shareholder of record entitled to notice of such meeting. If such notice is
mailed, it shall be addressed to the shareholders at their respective addresses
as they appear on the records of the Corporation, and notice shall be deemed to
have been given on the day so mailed. Notice of adjournment of a meeting need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.
5. INSPECTORS. Inspectors of election may be appointed to act at any
meeting of shareholders in accordance with Ohio law.
6. QUORUM. To constitute a quorum at any meeting of shareholders, there
shall be present in person or by proxy shareholders of record entitled to
exercise not less than a majority of the voting power of the Corporation in
respect of any one of the purposes for which the meeting is called, unless a
greater or lesser number is expressly provided for with respect to a particular
class or series of capital stock by the terms of any applicable Preferred Stock
Designation. Except as may be otherwise provided in any Preferred Stock
Designation, the holders of a majority of the voting power of the Corporation
represented in person or by proxy at a meeting of shareholders, whether or not a
quorum be present, may adjourn the meeting from time to time. For purposes of
this Amended and Restated Code of Regulations, "voting power of the Corporation"
means the aggregate voting power of (a) all the outstanding shares of Common
Stock of the Corporation and (b) all the outstanding shares of any class or
series of capital stock of the Corporation that has (i) rights to distributions
senior to those of the Common Stock including, without
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limitation, any relative, participating, optional, or other special rights and
privileges of, and any qualifications or restrictions on, such shares and (ii)
voting rights entitling such shares to vote generally in the election of
directors.
7. VOTING. Except as otherwise expressly required by law, the Articles
of Incorporation or this Amended and Restated Code of Regulations, at any
meeting of shareholders at which a quorum is present, a majority of the votes
cast, whether in person or by proxy, on any matter properly brought before such
meeting in accordance with Regulation 8 will be the act of the shareholders. An
abstention shall not represent a vote cast. Every proxy must be duly executed
and filed with the Secretary. A shareholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing with the
Secretary written notice of revocation or a later appointment. The vote upon any
question brought before a meeting of the shareholders may be by voice vote,
unless otherwise required by law, the Articles of Incorporation or this Amended
and Restated Code of Regulations or unless the presiding officer otherwise
determines. Every vote taken by written ballot will be counted by the inspectors
of election, if inspectors of election are appointed.
8. ORDER OF BUSINESS. The Chairman, or such other officer of the
Corporation designated by a majority of the total number of directors that the
Corporation would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate the
conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Corporation or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings of the meeting, and by determining the circumstances
in which and time at which any person may make a statement or ask questions at
any meeting of shareholders.
(b) At an annual meeting of the shareholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the President, a Vice President, the Secretary or an Assistant Secretary in
accordance with Regulation 4, (ii) otherwise properly brought before the meeting
by the presiding officer or by or at the direction of a majority of the Whole
Board, or (iii) otherwise properly requested to be brought before the meeting by
a shareholder of the Corporation in accordance with Regulation 8(c).
(c) For business to be properly requested by a shareholder to be
brought before an annual meeting, the shareholder must (i) be a shareholder of
the Corporation of record at the time of the giving of the notice for such
annual meeting provided for in this Amended and Restated Code of Regulations,
(ii) be entitled to vote at such meeting, and (iii) have given timely notice
thereof in writing to the Secretary. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 nor more than 90 calendar days prior to the annual
meeting; PROVIDED, HOWEVER, that in the event public announcement of the date of
the annual meeting is not made at least 75 calendar days prior to the date of
the annual meeting and the annual meeting is held on a date more than ten
calendar days before or after the first anniversary of the date on which the
prior year's annual meeting was held, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th calendar
day following the day on which public announcement is first made of the date of
the annual meeting. A shareholder's notice to the Secretary must set forth as to
each matter the shareholder proposes to bring before the annual meeting (A) a
description in reasonable detail of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (B) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business and of the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and number of shares of the
Corporation that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and
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(D) any material interest of such shareholder proposing such business and the
beneficial owner, if any, on whose behalf the proposal is made in such business.
Notwithstanding the foregoing provisions of this Amended and Restated Code of
Regulations, a shareholder must also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Regulation 8(c). For
purposes of this Regulation 8(c) and Regulation 13, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or publicly
filed by the Corporation with any national securities exchange or quotation
service through which the Corporation's stock is listed or traded, or furnished
by the Corporation to its shareholders. Nothing in this Regulation 8(c) will be
deemed to affect any rights of shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended.
(d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the President, a Vice President, the Secretary or an Assistant Secretary (or
in case of their failure to give any required notice, the other persons entitled
to give notice) in accordance with Regulation 4 or (ii) otherwise brought before
the meeting by the presiding officer or by or at the direction of a majority of
the Whole Board.
(e) The determination of whether any business sought to be brought
before any annual or special meeting of the shareholders is properly brought
before such meeting in accordance with this Regulation 8 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.
DIRECTORS
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9. FUNCTION. Except where the law, the Articles of Incorporation, or
this Amended and Restated Code of Regulations requires action to be authorized
or taken by the shareholders, all of the authority of the Corporation shall be
exercised by or under the direction of the Board of Directors.
10. NUMBER, ELECTION, AND TERMS OF DIRECTORS. Except as may be
otherwise provided in any Preferred Stock Designation, the number of the
directors of the Corporation will not be less than six nor more than 16 as may
be determined from time to time only (i) by a vote of a majority of the Whole
Board, or (ii) by the affirmative vote of the holders of at least 80% of the
voting power of the Corporation, voting together as a single class. The
directors, other than those who may be expressly elected by virtue of the terms
of any Preferred Stock Designation, will be classified with respect to the time
for which they severally hold office into two classes, as nearly equal in size
as possible and consisting of not less than three directors in each class,
designated Class I and Class II. The directors first appointed to Class I will
hold office for a term expiring at the annual meeting of shareholders to be held
in 1999 and the directors first appointed to Class II will hold office for a
term expiring at the annual meeting of shareholders to be held in 2000. The
members of each class will hold office until their successors are elected.
Except as may be otherwise provided in any Preferred Stock Designation, at each
annual meeting of the shareholders of the Corporation, the successors of the
class of directors whose terms expire at that meeting shall be elected by
plurality vote of all votes cast at such meeting to hold office for a
term expiring at the annual meeting of shareholders held in the third year
following the year of their election. Except as may be otherwise provided in any
Preferred Stock Designation, directors may be elected by the shareholders only
at an annual meeting of shareholders. No decrease in the number of directors
constituting the Board of Directors may shorten the term of any incumbent
director. Election of directors of the Corporation need not be by written ballot
unless requested by the presiding officer or by the holders of a majority of the
voting power of the Corporation present in person or represented by proxy at a
meeting of the shareholders at which directors are to be elected.
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11. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as may be
otherwise provided in any Preferred Stock Designation, any vacancy (including
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other cause) may be filled only (i)
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director or (ii) by the affirmative vote of the shareholders after a vote to
increase the number of directors at a meeting called for that purpose in
accordance with this Amended and Restated Code of Regulations. Any director
elected in accordance with the preceding sentence will hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected.
12. REMOVAL. Except as may be otherwise provided in any Preferred Stock
Designation, directors may not be removed from the Board of Directors by the
shareholders or otherwise.
13. NOMINATIONS OF DIRECTORS; ELECTION. Except as may be otherwise
provided in any Preferred Stock Designation, only persons who are nominated in
accordance with this Regulation 13 will be eligible for election at a meeting of
shareholders to be members of the Board of Directors of the Corporation.
(b) Nominations of persons for election as directors of the Corporation
may be made only at an annual meeting of shareholders (i) by or at the direction
of the Board of Directors or a committee thereof or (ii) by any shareholder who
is a shareholder of record at the time of giving of notice provided for in this
Regulation 13, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Regulation 13.
All nominations by shareholders must be made pursuant to timely notice in proper
written form to the Secretary.
(c) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
60 nor more than 90 calendar days prior to the annual meeting of shareholders;
PROVIDED, HOWEVER, that in the event that public announcement of the date of the
annual meeting is not made at least 75 calendar days prior to the date of the
annual meeting and the annual meeting is held on a date more than one week
before or after the first anniversary of the date on which the prior year's
annual meeting was held, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th calendar day following
the day on which public announcement is first made of the date of the annual
meeting. To be in proper written form, such shareholder's notice must set forth
or include: (i) the name and address, as they appear on the Corporation's books,
of the shareholder giving the notice and of the beneficial owner, if any, on
whose behalf the nomination is made; (ii) a representation that the shareholder
giving the notice is a holder of record of stock of the Corporation entitled to
vote at such annual meeting and intends to appear in person or by proxy at the
annual meeting to nominate the person or persons specified in the notice; (iii)
the class and number of shares of stock of the Corporation owned beneficially
and of record by the shareholder giving the notice and by the beneficial owner,
if any, on whose behalf the nomination is made; (iv) a description of all
arrangements or understandings between or among any of (A) the shareholder
giving the notice, (B) the beneficial owner on whose behalf the notice is given,
(C) each nominee, and (D) any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholder giving the notice; (v) such other information regarding each nominee
proposed by the shareholder giving the notice as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (vi) the signed consent of each
nominee to serve as a director of the Corporation if so elected. The presiding
officer of any annual meeting may, if the facts warrant, determine that a
nomination was not made in accordance with this Regulation 13, and if he or she
should so determine, he or she will so declare to the meeting, and the defective
nomination will be disregarded. Notwithstanding the foregoing provisions of this
Regulation 13, a shareholder must also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Regulation
13.
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14. RESIGNATION. Any director may resign at any time by giving written
notice of his resignation to the Chairman or the Secretary. Any resignation will
be effective upon actual receipt by any such person or, if later, as of the date
and time specified in such written notice.
15. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held immediately after the annual meeting of the shareholders and at such other
time and place either within or without the State of Ohio as may from time to
time be determined by a majority of the Whole Board. Notice of regular meetings
of the Board of Directors need not be given.
16. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman or the President. Notice of special meetings stating the
place, date and hour shall be given to each director by whom such notice is not
waived either personally or by mail, telephone, telegram, telex, facsimile, or
similar medium of communication not less than twenty-four hours before the
designated hour for such meeting and will be called by the Chairman or the
President, in like manner and on like notice, on the written request of not less
than one-third of the Whole Board. Special meetings of the Board of Directors
may be held at such time and place either within or without the State of Ohio as
is determined by a majority of the Whole Board or specified in the notice of any
such meeting.
17. QUORUM AND VOTE. At all meetings of the Board of Directors, a
majority of the total number of directors then in office will constitute a
quorum for the transaction of business. Except for the designation of committees
as hereinafter provided and except for actions required by this Amended and
Restated Code of Regulations to be taken by a majority of the Whole Board, the
act of a majority of the directors present at any meeting at which a quorum is
present will be the act of the Board of Directors. If a quorum is not present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time to another time or place, without notice other
than announcement at the meeting, until a quorum is present.
18. PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT. Meetings of
the Board of Directors or of any committee of the Board of Directors may be held
through any means of communications equipment if all persons participating can
hear each other, and such participation will constitute presence in person at
such meeting.
19. COMMITTEES. The Board of Directors may from time to time create an
executive committee or any other committee or committees of directors to act in
the intervals between meetings of the Board of Directors and may delegate to
such committee or committees any of its authority other than that of filling
vacancies among the Board of Directors or in any committee of the Board of
Directors. Unless a lesser number is then permitted by law, no committee shall
consist of less than three directors. The Board of Directors may appoint one or
more directors as alternate members of any such committee to take the place of
absent committee members at meetings of such committee. Unless otherwise ordered
by the Board of Directors, a majority of the members of any committee appointed
by the Board of Directors pursuant to this Regulation 19 shall constitute a
quorum at any meeting thereof, and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of such committee.
Action may be taken by any such committee without a meeting by a writing or
writings signed by all of its members. Any such committee shall prescribe its
own rules for calling and holding meetings and its method of procedure, subject
to any rules prescribed by the Board of Directors, and will keep a written
record of all action taken by it.
20. COMPENSATION. The Board of Directors may establish the compensation
and expense reimbursement policies for directors in exchange for membership on
the Board of Directors and on committees of the Board of Directors, attendance
at meetings of the Board of Directors or committees of the Board of Directors,
and for other services by directors to the Corporation or any of its
subsidiaries.
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21. BYLAWS. The Board of Directors may adopt Bylaws for the conduct of
its meetings and those of any committees of the Board of Directors that are not
inconsistent with the Articles of Incorporation or this Amended and Restated
Code of Regulations.
OFFICERS
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22. GENERALLY. The Corporation may have a Chairman (or Co-Chairman),
elected by the directors from among their number, and shall have a President, a
Secretary and a Treasurer. The Corporation may also have one or more Vice
Presidents and such other officers and assistant officers as the Board of
Directors may deem appropriate. If the Board of Directors so desires, it may
elect a Chief Executive Officer to manage the affairs of the Corporation,
subject to the direction and control of the Board of Directors. All of the
officers shall be elected by the Board of Directors. Notwithstanding the
foregoing, by specific action, the Board of Directors may authorize the Chairman
or the President to appoint any person to any office other than Chairman,
President, Secretary, or Treasurer. Any number of offices may be held by the
same person, and no two offices must be held by the same person. Any of the
offices may be left vacant from time to time as the Board of Directors may
determine. In case of the absence or disability of any officer of the
Corporation or for any other reason deemed sufficient by a majority of the Board
of Directors, the Board of Directors may delegate the absent or disabled
officer's powers or duties to any other officer or to any director.
23. AUTHORITY AND DUTIES OF OFFICERS. The officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices, or as may be specified from time to time
by the Board of Directors regardless of whether such authority and duties are
customarily incident to such office.
24. COMPENSATION. The compensation of all officers and agents of the
Corporation who are also members of the Board of Directors of the Corporation
will be fixed by the Board of Directors or by a committee of the Board of
Directors. The Board of Directors may fix the compensation of the other officers
and agents of the Corporation, or delegate the power to fix such compensation,
to the Chief Executive Officer or any other officer of the Corporation.
25. SUCCESSION. The officers of the Corporation will hold office until
their successors are elected. Any officer may be removed at any time by the
affirmative vote of a majority of the Whole Board. Any vacancy occurring in any
office of the Corporation may be filled by the Board of Directors or by the
Chairman or President as provided in Regulation 22.
STOCK
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26. TRANSFER AND REGISTRATION OF CERTIFICATES. The Board of Directors
shall have authority to make such rules and regulations as they deem expedient
concerning the issuance, transfer and registration of certificates for shares
and the shares represented thereby and may appoint transfer agents and
registrars thereof.
27. SUBSTITUTED CERTIFICATES. Any person claiming a certificate for
shares to have been lost, stolen or destroyed shall make an affidavit or
affirmation of that fact, shall give the Corporation and its registrar or
registrars and its transfer agent or agents a bond of indemnity satisfactory to
the Board of Directors or a committee thereof or to the President or a Vice
President and the Secretary or the Treasurer, whereupon a new certificate may be
executed and delivered of the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.
28. VOTING OF SHARES HELD BY THE CORPORATION. Unless otherwise ordered
by the Board of Directors, the President in person or by proxy or proxies
appointed by him shall have full power and
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authority on behalf of the Corporation to vote, act and consent with respect to
any shares issued by other corporations which the Corporation may own.
29. RECORD DATES AND OWNERS. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to designate an agent to act on
behalf of the shareholders to call a special meeting of shareholders, or to take
any other collective action on behalf of the shareholders, the Board of
Directors may fix a record date, which will not be less than 7 nor more than 60
calendar days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders will be the date next
preceding the day on which notice is given, or, if notice is waived, at the date
next preceding the day on which the meeting is held.
(b) The Corporation will be entitled to treat the person in whose name
shares are registered on the books of the Corporation as the absolute owner
thereof, and will not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation has knowledge or notice thereof, except as expressly provided by
applicable law.
INDEMNIFICATION AND INSURANCE
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30. INDEMNIFICATION. The Corporation shall indemnify, to the full
extent then permitted by law, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a member of the Board of Directors or an officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation shall pay, to the full extent then required by law, expenses,
including attorney's fees, incurred by a member of the Board of Directors in
defending any such action, suit or proceeding as they are incurred, in advance
of the final disposition thereof, and may pay, in the same manner and to the
full extent then permitted by law, such expenses incurred by any other person.
The indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Articles of Incorporation, any
agreement, vote of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of
Directors, or an officer, employee or agent of the Corporation, and shall
continue as to a person who has ceased to be a member of the Board of Directors,
trustee, officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
31. INSURANCE. The Corporation may, to the full extent then permitted
by law and authorized by the Board of Directors, purchase and maintain insurance
or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in
Regulation 30 against any liability asserted against and incurred by any such
person in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability. Insurance may be purchased from or maintained with a person in which
the Corporation has a financial interest.
32. AGREEMENTS. The Corporation, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Corporation may
indemnify under this Amended and Restated Code of Regulations or under law and
undertake thereby to indemnify such persons and to pay the expenses incurred by
them in defending any action, suit or proceeding against them, whether or not
the Corporation would have the power under law or this Amended and Restated Code
of Regulations to indemnify any such person.
GENERAL
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33. FISCAL YEAR. The fiscal year of the Corporation will end on the
thirty-first day of December in each calendar year or such other date as may be
fixed from time to time by the Board of Directors.
34. SEAL. The Board of Directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
35. AMENDMENTS. Except as otherwise provided by law or by the Articles
of Incorporation or this Amended and Restated Code of Regulations, these
Regulations or any of them may be amended in any respect or repealed at any time
at any meeting of shareholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting has been described or referred to
in the notice of such meeting. Notwithstanding the foregoing sentence or
anything to the contrary contained in the Articles of Incorporation or this
Amended and Restated Code of Regulations, Regulations 1, 3(a), 8, 10, 11, 12,
13, 30 and 35 may not be amended or repealed by the shareholders, and no
provision inconsistent therewith may be adopted by the shareholders, without the
affirmative vote of the holders of at least 80% of the voting power of the
Corporation, voting together as a single class. Notwithstanding the foregoing
provisions of this Regulation 35, no amendment to Regulations 30, 31 or 32 will
be effective to eliminate or diminish the rights of persons specified in those
Regulations existing at the time immediately preceding such amendment.
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CONLEY, CANITANO & ASSOCIATES, INC.
Amended and Restated Code of Regulations
TABLE OF CONTENTS
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Page
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SHAREHOLDER MEETINGS........................................................ 1
1. Time and Place of Meetings................................ 1
2. Annual Meeting............................................ 1
3. Special Meetings.......................................... 1
4. Notice of Meetings........................................ 1
5. Inspectors................................................ 1
6. Quorum.................................................... 1
7. Voting.................................................... 2
8. Order of Business......................................... 2
DIRECTORS................................................................... 3
9. Function.................................................. 3
10. Number, Election, and Terms of Directors.................. 3
11. Newly Created Directorships and Vacancies................. 4
12. Removal................................................... 4
13. Nominations of Directors; Election........................ 4
14. Resignation............................................... 5
15. Regular Meetings.......................................... 5
16. Special Meetings.......................................... 5
17. Quorum and Vote........................................... 5
18. Participation in Meetings by Communications Equipment..... 5
19. Committees................................................ 5
20. Compensation.............................................. 5
21. Bylaws.................................................... 6
OFFICERS ................................................................... 6
22. Generally................................................. 6
23. Authority and Duties of Officers.......................... 6
24. Compensation.............................................. 6
25. Succession................................................ 6
STOCK ................................................................... 6
26. Transfer and Registration of Certificates................. 6
27. Substituted Certificates.................................. 6
28. Voting Of Shares Held by the Corporation.................. 6
29. Record Dates and Owners................................... 7
INDEMNIFICATION AND INSURANCE............................................... 7
30. Indemnification........................................... 7
31. Insurance................................................. 7
32. Agreements................................................ 7
GENERAL ................................................................... 7
33. Fiscal Year............................................... 7
34. Seal...................................................... 8
35. Amendments................................................ 8
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