Exhibit 3.4
BYLAWS
OF
Suburban Energy Finance Corp.
Offices
1. Registered Office and Registered Agent. The location of the registered
office and the name of the registered agent of the corporation in the State of
Delaware shall be such as shall be determined from time to time by the board of
directors and on file in the appropriate public offices of the State of Delaware
pursuant to applicable provisions of law.
2. Corporate Offices. The corporation may have such other corporate offices
and places of business anywhere within or without the State of Delaware as the
board of directors may from time to time designate or the business of the
corporation may require.
Seal
3. Corporate Seal. The corporate seal shall have inscribed thereon the name
of the corporation and the words "Corporate Seal, Delaware". The corporate seal
may be used by causing it or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.
Meeting of Stockholders
4. Place of Meetings. All meetings of the stockholders shall be held at the
offices of the corporation or at such other place either within or without the
State of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
5. Annual Meeting. If required by applicable law, an annual meeting of the
stockholders of the corporation shall be held for the election of directors at
such date, time and place, either within or without the State of Delaware, as
shall be determined from time to time by the board of directors and stated in
the notice of the meeting. The stockholders may transact such other business as
may be desired, whether or not the same was specified in the notice of the
meeting, unless the consideration of such other business without its having been
specified in the notice of the meeting as one of the purposes thereof is
prohibited by law.
6. Special Meetings. Special meetings of the stockholders may be held for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, and may be called by any officer, by the board of
directors, or by the holders of, or by any officer or stockholder upon the
written request of the holders of, not less than 25 percent of the outstanding
stock entitled to vote at such meeting, and shall be called by any officer
directed to do so by the board of directors or requested to do so in written
request which shall state the purpose or purposes of the proposed meeting. The
"call" and the "notice" of any such meeting shall be deemed to be synonymous.
7. Voting. At all meetings of stockholders, every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless said instrument shall provide for
a longer period. Unless otherwise provided by the certificate of incorporation,
each stockholder shall have one vote for each share of stock entitled to vote at
such meeting registered in his name
on the books of the corporation. At all meetings of stockholders, the voting may
be by voice vote, except that, unless otherwise provided by the certificate of
incorporation, any qualified voter may demand a vote by ballot on any matter, in
which event such vote shall be taken by ballot.
8. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
any business, except as otherwise provided by law, by the certificate of
incorporation or by these bylaws. Every decision of a majority in the amount of
stock of such quorum shall be valid as a corporate act, except in those specific
instances in which a larger vote is required by law or by the certificate of
incorporation or these bylaws.
At any meeting at which a quorum shall not be present, the holders of a
majority of the stock present in person or by proxy at such meeting shall have
power successively to adjourn the meeting from time to time to a specified time
and place, without notice to anyone other than announcement at the meeting,
until a quorum shall be present in person or by proxy. At such adjourned meeting
at which a quorum shall be present in person or by proxy, any business may be
transacted which might have been transacted at the original meeting which was
adjourned. If the adjournment is for more than 30 days, or if after 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.
9. Stock Ledger. The original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the list required
under Section 10 of these bylaws or the books of the corporation, or to vote in
person or by proxy at any meeting of the stockholders.
10. Stockholders List. The secretary or assistant secretary, who shall have
charge of the stock ledger, 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 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
where the meeting is to be held, 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.
11. Notice. Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, date, and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes thereof, shall be
given, either personally or by mail, to each stockholder of record of the
corporation entitled to vote at such meeting not less than 10 days nor more than
60 days prior to the meeting. The board of directors may fix in advance a date,
which shall not be more than 60 nor less than 10 days preceding the date of any
meeting of the stockholders, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof; provided, however, that the board of directors may fix a
new record date for any adjourned meeting.
12. Action by Stockholders Without Meeting. Any action required by law to
be taken at any annual or special meeting of stockholders of the corporation, or
any other action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, 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 any 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.
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Board of Directors
13. Powers; Number; Term; Qualification. The management of all the affairs,
property, and business of the corporation shall be vested in a board of
directors. Unless required by the certificate of incorporation, directors need
not be stockholders. In addition to the powers and authorities conferred upon
the board of directors by these bylaws and which the certificate of
incorporation have expressly conferred upon it, the board of directors may
exercise all such powers of the corporation, and do all such lawful acts and
things as are not by statute or by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders. The
number of directors shall be as provided from time to time by resolution duly
adopted by the holders of a majority of the outstanding shares entitled to vote
thereon or by a majority of the whole board of directors. Each director shall
hold office until his successor shall have been elected and qualified or until
his earlier resignation and removal. Each director, upon his election, shall be
deemed to have qualified by filing with the corporation his written acceptance
of such office, which shall be placed in the minute book, or by his attendance
at, or consent to action in lieu of, any regular or special meeting of
directors. Any director may resign at any time by filing a written resignation
with the secretary of the corporation and, unless a later date is fixed by its
terms, said resignation shall be effective from the filing thereof.
14. 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, unless it is otherwise provided in the certificate of incorporation or
bylaws, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
15. Meetings of the Newly Elected Board. The first meeting of the members
of each newly elected board of directors shall be held (i) at such time and
place either within or without the State of Delaware as shall be suggested or
provided by resolution of the stockholders at the meeting at which such newly
elected board was elected, and no notice of such meeting shall be necessary to
the newly elected directors in order to legally constitute the meeting, provided
a quorum shall be present; or (ii) if not so suggested or provided for by
resolution of the stockholders or if a quorum shall not be present, at such time
and place as shall be consented to in writing by a majority of the newly elected
board of directors, provided that written or printed notice of such meeting
shall be given to each of the other directors in the same manner as provided in
Section 17 of these bylaws with respect to the giving of notice for special
meetings of the board, except that it shall not be necessary to state the
purpose of the meeting in such notice; or (iii) regardless of whether the time
and place of such meeting shall be suggested or provided for by resolution of
the stockholders, at such time and place as shall be consented to in writing by
all of the newly elected directors.
16. Regular Meeting. Regular meetings of the board of directors may be held
without notice at such times and places either within or without the State of
Delaware as shall from time to time be fixed by resolution adopted by the full
board of directors. Any business may be transacted at a regular meeting.
17. Special Meeting. Special meetings of the board of directors may be
called at any time by the president, any vice president, or the secretary, or by
any two or more of the directors. The place may be within or without the State
of Delaware as designated in the notice.
18. Notice of Special Meeting. Written or printed notice of each special
meeting of the board of directors, stating the place, day, and hour of the
meeting and the purpose or purposes thereof, shall be mailed to each director
addressed to him at his residence or usual place of business at least one day
before the day on which the meeting is to be held, or shall be sent to him by
telegram, or delivered personally, at
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least one day before the day on which the meeting is to be held. The notice may
be given by any officer having authority to call the meeting. "Notice" and
"call" with respect to such meetings shall be deemed to be synonymous. Any
meeting of the board of directors shall be a legal meeting without any notice
thereof having been given if all directors shall be present thereat.
19. Quorum. Unless otherwise required by law, the certificate of
incorporation or these bylaws, a majority of the total number of directors shall
be necessary at all meetings to constitute a quorum for the transaction of
business, and except as may be otherwise provided by law, the certificate of
incorporation or these bylaws, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors.
If at least one-third of the whole board of directors is present at any
meeting at which a quorum is not present, a majority of the directors present at
such meeting shall have power successively to adjourn the meeting from time to
time to a subsequent date, without notice to any director other than
announcement at the meeting. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
original meeting which was adjourned.
20. Attendance by Telephone. Unless otherwise restricted by the certificate
of incorporation, members of the board of directors, 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 each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.
21. Committee. The board of directors may, by resolution or resolutions
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more 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. Any such committee, to the extent provided in said resolution or
resolutions or in these bylaws, shall have and may exercise all of the powers of
the board of directors in the management of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
are not disqualified from voting, whether 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. Such committee
or committees shall have a name or names as may be determined from time to time
by resolution adopted by the board of directors. All committees so appointed
shall, unless otherwise provided by the board of directors, keep regular minutes
of the transactions of their meetings and shall cause them to be recorded in
books kept for that purpose in the office of the corporation and shall report
the same to the board of directors at its next meeting. The secretary or an
assistant secretary of the corporation may act as secretary of the committee if
the committee so requests.
22. Compensation. The board of directors may, by resolution, fix a sum to
be paid directors for serving as directors of this corporation and may, by
resolution, fix a sum which shall be allowed and paid for attendance at each
meeting of the board of directors and in each case may provide for reimbursement
of expenses incurred by directors in attending each meeting; provided that
nothing herein contained shall be construed to preclude any director from
serving this corporation in any other capacity and receiving his regular
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
23. Resignation. Any director may resign at any time by giving a written
notice to the chairman of the board of directors, the president, or the
secretary of the corporation. Such resignation
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shall take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
24. Indemnification of Directors and Officers. Each person who is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director or officer of another corporation (including the
heirs, successors, executors or administrators, or estate of such persons) shall
be indemnified by the corporation as of right to the full extent permitted or
authorized by the laws of the State of Delaware, as now in effect and has
hereafter amended, against any liability, judgment, fine, amount paid in
settlement, cost, and expense (including attorneys' fees) asserted or threatened
against and incurred by such person in his capacity as or arising out of his
status as a director or officer of the corporation or, if serving at the request
of the corporation, as a director or officer of another corporation. The
indemnification provided by this bylaw provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaws
or under any agreement, vote of stockholders or disinterested directors or
otherwise, and shall not limit in any way any right which the corporation may
have to make different or further indemnification with respect to the same or
different persons or classes of persons.
25. Action by Directors without Meeting. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or any committee thereof
may be taken without a meeting if all members of the board of directors or of
such 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 or committee.
Officers
26. (a) Who Shall Constitute Officers. The officers of the corporation
shall consist of a chairman of the board of directors, a president, one or more
vice presidents, a secretary, and a treasurer, each of whom shall be elected by
the board of directors at their first meeting after the annual meeting of the
stockholders. The board of directors may also designate additional assistant
secretaries and assistant treasurers. In the discretion of the board of
directors, the office of chairman of the board of directors may remain unfilled.
The chairman of the board of directors (if any) shall at all times be, and other
officers may be, members of the board of directors. Any number of offices may be
held by the same person.
An officer shall be deemed qualified when he enters upon the duties of the
office to which he has been elected or appointed and furnishes any bond required
by the board of directors; but the board may also require of such person his
written acceptance and promise faithfully to discharge the duties of such
office.
(b) Term. Each officer of the corporation shall hold his office at the
pleasure of the board of directors or for such other period as the board may
specify at the time of his election or appointment, or until his death,
resignation, or removal by the board, whichever first occurs. In any event, each
officer of the corporation who is not re-elected or re-appointed at the annual
meeting of the board of directors next succeeding his election or appointment
and at which any officer of the corporation is elected or appointed shall be
deemed to have been removed by the board, unless the board provides otherwise at
the time of his election or appointment.
(c) Other Officers and Agents. The board of directors from time to time may
also appoint such other officers and agents for the corporation as it shall deem
necessary or advisable, each of whom shall serve at the pleasure of the board or
for such period as the board may specify, and shall exercise such powers, have
such titles, and perform such duties as shall be determined from time to time by
the board or by an officer empowered by the board to make such determinations.
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27. President. The president shall be the chief executive officer of the
corporation with such general executive powers and duties of supervision and
management as are usually vested in the office of the chief executive officer of
a corporation and he shall carry into effect all directions and resolutions of
the board of directors. The president shall preside at all meetings of the
stockholders and directors.
The president may execute all bonds, notes, debentures, mortgages, and
other instruments for and in the name of the corporation, and may cause the
corporate seal to be affixed thereto.
Unless the board of directors otherwise provides, the president, or any
person designated in writing by him, shall have full power and authority on
behalf of this corporation (i) to attend and to vote or take action at any
meeting of the holders of securities of corporations in which this corporation
may hold securities, and at such meetings shall possess and may exercise any and
all rights and powers incident to being a holder of such securities and which as
the holder thereof this corporation may have possessed and exercised if present,
and (ii) to execute and deliver waivers of notice and proxies for and in the
name of the corporation with respect to any such securities held by this
corporation.
He shall, unless the board of directors otherwise provides, be ex officio a
member of all standing committees.
He shall have such other or further duties and authority as may be
prescribed elsewhere in these bylaws or from time to time by the board of
directors.
28. Vice President. In the absence of the president or in the event of his
disability, inability, or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the board, or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers of the
president, and shall perform such other duties as the board of directors may
from time to time prescribe.
29. Secretary and Assistant Secretaries. The secretary may attend all
sessions of the board of directors and all meetings of the stockholders, and
shall record or cause to be recorded all votes taken and the minutes of all
proceedings in a minute book of the corporation to be kept for that purpose. He
shall perform like duties for committees when requested to do so by the board of
directors or any such committee.
It shall be the principal responsibility of the secretary to give, or cause
to be given, notice of all meetings of the stockholders and of the board of
directors, but this shall not lessen the authority of others to give such notice
as is authorized elsewhere in these bylaws.
The secretary shall see that all books, records, lists, and information, or
duplicates, required to be maintained in the State of Delaware or elsewhere, are
so maintained.
The secretary shall keep in safe custody the seal of the corporation and
shall have the authority to affix the seal to any instrument requiring it, and
when so affixed, he shall attest the seal by his signature. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.
The secretary shall perform such other duties and have such other authority
as may be prescribed elsewhere in these bylaws or from time to time by the board
of directors or the chief executive officer of the corporation, under whose
direct supervision he shall be.
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In the absence of the secretary or in the event of his disability,
inability, or refusal to act, the assistant secretary (or in the event there be
more than one assistant secretary, the assistant secretaries in the order
designated by the board of directors, or in the absence of any designation, then
in the order of their election) may perform the duties and exercise the powers
of the secretary, and shall perform such other duties as the board of directors
may from time to time prescribe.
30. Treasurer and Assistant Treasurer. The treasurer shall have
responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall keep,
or cause to be kept, all other books of account and accounting records of the
corporation. He shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors or by any officer of
the corporation to whom such authority has been granted by the board of
directors.
He shall disburse, or permit to be disbursed, the funds of the corporation
as may be ordered, or authorized generally, by the board of directors, and shall
render to the chief executive officer of the corporation and the directors
whenever they may require it, an account of all his transactions as treasurer
and of those under his jurisdiction, and of the financial condition of the
corporation.
He shall perform such other duties and shall have such other responsibility
and authority as may be prescribed elsewhere in these bylaws or from time to
time by the board of directors.
He shall have the general duties, powers, and responsibilities of a
treasurer of a corporation.
If required by the board of directors, he shall give the corporation a bond
in a sum and with one or more sureties satisfactory to the board, for the
faithful performance of the duties of his office, and for the restoration to the
corporation, in the case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control which belong to the corporation.
In the absence of the treasurer or in the event of his disability,
inability, or refusal to act, the assistant treasurer (or in the event there be
more than one assistant treasurer, the assistant treasurers in the order
designated by the board of directors, or in the absence of any designation, then
in the order of their election) may perform the duties and exercise the powers
of the treasurer, and shall perform such other duties as the board of directors
may from time to time prescribe.
31. Duties of Officers May be Delegated. If any officer of the corporation
be absent or unable to act, or for any other reason that the board of directors
may deem sufficient, the board may delegate for the time being some or all of
the functions, duties, powers, and responsibilities of any officer to any other
officer, or to any other agent or employee of the corporation or other
responsible person, provided a majority of the whole board of directors concurs
therein.
32. Removal. Any officer or agent elected or appointed by the board of
directors, and any employee, may be removed or discharged, with or without
cause, at any time by the affirmative vote of a majority of the board of
directors, but such removal or discharge shall be without prejudice to the
contract rights, if any, of the person so removed or discharged.
33. Salaries. Salaries and other compensation of all elected officers of
the corporation shall be fixed, increased or decreased by the board of
directors, but this power, except as to the salary or compensation of the
president, may unless prohibited by law, be delegated by the board to the
president, or may be delegated to a committee. Salaries and compensation of all
other appointed officers, agents, and
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employees of the corporation may be fixed, increased or decreased by the board
of directors, but until action is taken with respect thereto by the board of
directors, the same may be fixed, increased or decreased by the president or
such other officer or officers as may be designated by the board of directors to
do so.
34. Delegation of Authority. The board of directors from time to time may
delegate to the president or other officer or executive employee of the
corporation, authority to hire, discharge, fix, and modify the duties, salary,
or other compensation of employees of the corporation under their jurisdiction,
and the board may delegate to such officer or executive employee similar
authority with respect to obtaining and retaining for the corporation the
services of attorneys, accountants, and other experts.
Stock
35. Certificates. Certificates of stock shall be issued in numerical order,
and each stockholder shall be entitled to a certificate signed by the president
or a vice president, and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary, certifying to the number of shares owned by
the stockholder. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, such certificate may nevertheless be issued by the corporation with the
same effect as if such officer, transfer agent, or registrar who signed such
certificate, or whose facsimile signature shall have been placed thereon, had
not ceased to be such officer, transfer agent, or registrar of the corporation.
36. Transfer. Transfers of stock shall be made only upon the transfer books
of the corporation, kept at the office of the corporation or respective transfer
agents designated to transfer the several classes of stock, and before a new
certificate is issued the old certificate shall be surrendered for cancellation.
Until and unless the board of directors appoints some other person, firm, or
corporation as its transfer agent or transfer clerk (and upon the revocation of
any such appointment, thereafter until a new appointment is similarly made) the
secretary of the corporation shall be the transfer agent or transfer clerk of
the corporation without the necessity of any formal action of the board, and the
secretary, or any person designated by him, shall perform all of the duties
thereof.
37. Registered Stockholders. Registered stockholders only shall be entitled
to be treated by the corporation as the holders and owners in fact of the shares
standing in their respective names and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.
38. Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation, alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate or certificates to be lost, stolen, or destroyed. When
authorizing the issuance of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the corporation and its
transfer agents and registrars, if any, a bond in such sum as it may direct to
indemnify it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen, or destroyed.
39. Regulations. The board of directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion, and registration of certificates for shares of the
capital stock of the corporation, not inconsistent with the laws of the State of
Delaware, the certificate of incorporation of the corporation and these bylaws.
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40. Fixing 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 60 nor less than 10 days before the date of
such meeting, nor more than 60 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 except that the board
of directors may fix a new record date for the adjourned meeting.
Dividends and Finance
41. Dividends. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the certificate of incorporation and of any
applicable law and of these bylaws, may be declared by the board of directors at
any meeting. Subject to such provisions, dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation.
42. Moneys. The board of directors may by resolution authorize an officer
or officers of the corporation to designate any bank or banks or trust company
or trust companies in which moneys of the corporation may be deposited, and to
designate the person or persons who may sign checks drawn on any particular bank
account or bank accounts of the corporation, whether created by direct
designation of the board of directors or by an authorized officer or officers as
aforesaid.
43. Fiscal Year. The board of directors shall have power to fix and from
time to time change the fiscal year of the corporation. In the absence of action
by the board of directors, however, the fiscal year of the corporation shall end
each year at the date which the corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
board of directors.
Books and Records
44. Books, Accounts, and Records. The books, accounts, and records of the
corporation, except as may be otherwise required by the laws of the State of
Delaware, may be kept outside the State of Delaware, at such place or places as
the board of directors from time to time determine. The board of directors shall
determine whether, to what extent and the conditions upon which the accounts and
books of the corporation, or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any account or
book or document of the corporation, except as conferred by law or by resolution
of the stockholders.
Notice
45. Provisions. Whenever the provisions of the statutes of the State of
Delaware or the certificate of incorporation or these bylaws require notice to
be given to any director, officer, or stockholder, they shall not be construed
to require actual personal notice. Notice by mail may be given in writing by
depositing the same in a post office or letter box, in a post paid, sealed
wrapper, addressed to such director, officer, or stockholder at his or her
address as the same appears in the books of the corporation, and the time when
the same shall be mailed shall be deemed to be the time of the giving of such
notice. If notice be given by telegraph, such notice shall be deemed to be given
when the same is delivered.
46. Waiver. Whenever any notice is required to be given under the
provisions of the statutes of the State of Delaware or of the certificate of
incorporation or of these bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice whether before or after the time
stated therein,
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shall be deemed equivalent to notice. 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting need be specified in any written waiver of notice
unless so required by the certificate of incorporation or the bylaws.
Amendments
47. Amendments. These bylaws may be altered, amended or repealed by the
affirmative vote of a majority of the shares of stock issued and outstanding and
entitled to vote thereon, or, if the certificate of incorporation so provides,
by the board of directors at any meeting thereof.
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