LAWRENCE FINANCIAL HOLDINGS, INC.
BYLAWS
ARTICLE I - STOCKHOLDERS
Section 1. ANNUAL MEETING
The annual meeting of the stockholders of the Corporation shall be held
each year at such time and on such date as the Board of Directors shall, in
their discretion, fix. The business to be transacted at the annual meeting shall
include the election of directors, consideration of the report of the President,
and any other business properly brought before the meeting in accordance with
these Bylaws.
Section 2. SPECIAL MEETINGS
A special meeting of the stockholders may be called at any time for any
purpose or purposes by the Chairman of the Board, the President, or by a
majority of the total number of Directors which the Corporation would have if
there were no vacancies on the Board of Directors. A special meeting of the
stockholders shall be called by the Secretary of the Corporation upon the
written request of the holders of a majority of all shares outstanding and
entitled to vote on the business to be transacted at such meeting.
Notwithstanding the previous sentence, the Secretary of the Corporation shall
not be obligated to call a special meeting of the stockholders requested by
stockholders for the purpose of taking any action that is non-binding or
advisory in nature. Business transacted at any special meeting shall be confined
to the purpose or purposes stated in the notice of such meeting.
Section 3. PLACE OF MEETING
The Board of Directors may designate any place, either within or
without the State of Maryland, as the place of meeting for any annual or special
meeting of stockholders.
Section 4. NOTICE OF MEETING; WAIVER OF NOTICE
Not less than ten (10) days or more than ninety (90) days before the
date of every stockholders meeting, the Secretary shall give to each stockholder
entitled to vote at or to notice of such meeting, written notice stating the
place, date and time of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail to his
address as it appears on the records of the Corporation or by presenting it to
him personally or by leaving it at his residence or usual place of business.
Notwithstanding the foregoing provisions, a written waiver of notice, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be equivalent to notice. Attendance of a person entitled to notice at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such person attends the 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.
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken; provided
however, that if the date of the adjourned meeting is more than 120 days after
the record date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity herewith.
Section 5. QUORUM
At any meeting of stockholders, the holders of a majority of the shares
of the stock entitled to vote a the meeting, present in person or by proxy
(after giving effect to the provisions of Article FIFTH of the Articles of
Incorporation), shall constitute a quorum for all purposes, unless or except to
the extent that the presence of a larger number may be required by law.
If a quorum fails to attend any meeting, the Chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
represented in person or by proxy may adjourn the meeting to any place, date and
time without further notice to a date not more than 120 days after the original
record date. At such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of stockholders to leave less than a quorum.
Section 6. ORGANIZATION
The Chairman of the Board of the Corporation or, in his absence, the
President of the Corporation, or in his absence such person as the Board of
Directors may have designated or, in the absence of such a person, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman appoints.
Section 7. CONDUCT OF BUSINESS
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him or her in
order. The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 7(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for
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stockholder action and the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered or mailed to and received at the principal executive
office of the Corporation not less than ninety (90) days prior to the date of
the annual meeting; provided, however, that in the event that less than one
hundred (100) days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set forth as
to each matter such stockholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such stockholder,
(iv) a statement disclosing (A) whether such stockholder is acting with or on
behalf of any other person and (B) if applicable, the identity of such person,
and (v) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 7(b). The Chairman of the Board or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 7(b) and, if he should so
determine, he shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be
transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting in accordance with
Article I, Section 2.
(c) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth in this Section
7(c). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered or
mailed to and received at the principal executive office of the Corporation not
less than ninety (90) days prior to the date of the meeting; provided, however,
that in the event that less than one hundred (100) days' notice or prior
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (i) as to each person whom such stockholder proposes to
nominate for election or re-elections as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and
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to serving as a Director if elected); and (ii) as to the stockholder giving the
notice (A) the name and address, as they appear on the Corporation's books, of
such stockholder, (B) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder, and (C) a
statement disclosing (1) whether such stockholder or any nominee thereof is
acting with or on behalf of any other person and (2) if applicable, the identity
of such person.
Section 8. VOTING
Unless the Articles of Incorporation provides for a greater or lesser
number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, is entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders.
All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedures established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
All elections shall be determined by a plurality of the votes cast,
and, except as otherwise required by law or the Articles of Incorporation, all
other matters shall be determined by a majority of the votes cast.
Section 9. PROXIES
At all meetings of stockholders, a stockholder may vote the shares
owned of record by him either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
Such proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.
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ARTICLE II - DIRECTORS
Section 1. GENERAL POWERS
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may exercise all the powers of the
Corporation, except those conferred on or reserved to the stockholders by
statute or by the Articles of Incorporation or the Bylaws. The Board may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation as they may deem proper, and which are not inconsistent with
these Bylaws and with the Maryland General Corporation Law.
Section 2. NUMBER
The number of directors of the Corporation shall be at least five (5)
and no more than fifteen (15). A majority of the entire Board of Directors may
by resolution set the number of directors at such number as it may determine
within such range, but such action shall not affect the tenure of office of any
director. Each director shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.
Section 3. QUALIFICATIONS
No person 70 years or older shall be eligible for election, reelection,
appointment or reappointment to the Board of Directors. The term of office of a
director of the Corporation shall expire upon the date of the annual meeting of
stockholders immediately following the date on which the director becomes age
70. To be eligible for election, reelection, appointment or reappointment to the
Board of Directors, a person must reside in either Lawrence or Scioto County,
Ohio, Greenup or Boyd County, Kentucky or Cabell County, West Virginia. No
person shall be eligible for election or appointment to the Board of Directors
if such person (i) has, within the previous 10 years, been the subject of
supervisory action by a financial regulatory agency that resulted in a cease and
desist order or an agreement or other written statement subject to public
disclosure under 12 U.S.C. 1818(u), or any successor provision, that involved
fraud, moral turpitude, dishonesty, breach of trust or fiduciary duties,
organized crime or racketeering or violation of depository institution laws or
regulations, (ii) has been convicted of a crime involving dishonesty or breach
of trust which is punishable by imprisonment for a term exceeding one year under
state or federal law, or (iii) is currently charged in any information,
indictment, or other complaint with the commission or participation in such a
crime.
Section 4. VACANCIES
Any vacancy occurring in the Board of Directors may be filled in
accordance with Article SEVENTH of the Articles of Incorporation.
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Section 5. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such
dates, such times and such places, either within or without the State of
Maryland, as shall have been designated by the Board of Directors and publicized
among all Directors.
Section 6. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the Chief Executive Officer, or by a majority of the
Board of Directors in writing. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Maryland, as the place for holding the special meeting of the Board
of Directors called by them.
Section 7. NOTICE
A notice of a regular meeting shall not be required. The Secretary
shall give notice to each director of the date, time and place of each such
special meeting of the Board of Directors. Notice is given to a director when it
is delivered personally to him, left at his residence or usual place of
business, or sent by telephone, telegraph, or similar means of transmission at
least 24 hours before the time of the meeting, or in the alternative, when it is
mailed to his address as it appears on the records of the Corporation, at least
72 hours before the time of the meeting. Any director may waive notice of any
meeting either before or after the holding thereof by written waiver filed with
the records of the meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director 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
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 8. TELEPHONIC MEETINGS
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of a 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 Section 8 shall constitute presence in person at such meeting.
Section 9. QUORUM
At any meeting of the Board of Directors, a majority of the total
number of directors shall constitute a quorum for the transaction of business,
but if less than such quorum is present at a meeting, a majority of the
directors present may adjourn the meeting without further notice or waiver
thereof.
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Section 10. MANNER OF ACTING
The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors unless the
concurrence of a greater proportion is required for such action by the Articles
of Incorporation.
Section 11. REMOVAL OF DIRECTORS
Any removal of directors may be made in accordance with Article
SEVENTH of the Articles of Incorporation.
Section 12. RESIGNATION
A director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
Section 13. COMPENSATION
By resolution of the Board of Directors, a fixed sum and expenses, if
any, for attendance at each regular or special meeting of the Board of Directors
or of committees thereof, and other compensation for their services as such or
on such committees, may be paid to directors, as may compensation for such other
services as a director may render to the Corporation.
Section 14. COMMITTEES
The Board of Directors, by a vote of a majority of the Board of
Directors, may from time to time designate committees of the Board, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for these committees and any others provided
for herein, elect a Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that any such committee shall have no power or
authority with reference to (i) declaring dividends or distributions on stock,
(ii) issuing stock other than as authorized by the Board of Directors, (iii)
recommending to the stockholders any action which requires stockholder approval,
(iv) amending the Bylaws and (v) approving a merger or share exchange which does
not require stockholder approval. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint
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another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors which such quorum determined by a majority of the Board may be
one-third of such members and all matters considered by such committees shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.
ARTICLE III - OFFICERS
Section 1. EXECUTIVE AND OTHER OFFICERS
The Corporation shall have a President, a Secretary and a Treasurer. It
may also have a Chairman of the Board, who shall be a director of the
Corporation and shall be an executive officer if he is designated as the chief
executive officer of the Corporation. The Board of Directors may designate who
shall serve as chief executive officer, having general supervision of the
business and affairs of the Corporation, and as chief operating officer, having
supervision of the operations of the Corporation; in the absence of a
designation the President shall serve as chief executive officer and chief
operating officer. The Board of Directors may appoint such other officers as it
may deem proper. A person may hold more than one office in the Corporation but
may not serve concurrently as both President and Vice-President of the
Corporation.
Section 2. CHAIRMAN OF THE BOARD
The Chairman of the Board, if one be elected, shall preside at all
meetings of the Board of Directors and of the stockholders at which he shall be
present. He shall have and may exercise such duties and powers as are from time
to time assigned to him by the Board of Directors.
Section 3. PRESIDENT
In the absence of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and of the Board of Directors at
which he shall be present; he may sign and execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been expressly delegated to some other office or agent of the Corporation;
and, in general, he shall perform all duties usually performed by a president of
a corporation and such other duties as may from time to time be assigned to him
by the Board of Directors or by the chief executive officer of the Corporation.
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Section 4. VICE PRESIDENTS.
The Vice President(s) shall perform the duties of the President in his
absence or during his inability to act. In addition, the Vice President(s) shall
perform the duties and exercise the powers usually incident to their respective
offices and/or such other duties and powers as may be properly assigned to them
by the Board of Directors, the Chairman of the Board or the President. A Vice
President(s) may be designated as Executive Vice President or Senior Vice
President.
Section 5. SECRETARY
The Secretary shall keep the minutes of the meetings of the
stockholders, of the Board of Directors and of any committees, in books provided
for the purpose; he shall see that all notices are duly given in accordance with
the provisions of the Bylaws or as required by law; he shall be custodian of the
records of the Corporation; he shall witness all documents on behalf of the
Corporation, the execution of which is duly authorized, see that the corporate
seal is affixed where such document is required to be under its seal, and, when
so affixed, may attest the same; and, in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties as
may from time to time be assigned to him by the Board of Directors or the
President.
Section 6. TREASURER
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors. In general, he shall
perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as may from time to time be assigned to him by the Board
of Directors, the chief executive officer or the President.
Section 7. SUBORDINATE OFFICERS
The Corporation may have such subordinate officers as the Board of
Directors may from time to time deem desirable. Each such officer shall hold
office for such period and perform such duties as the Board of Directors, the
President or the committee or officer designated pursuant to these Bylaws may
prescribe.
Section 8. COMPENSATION
The Board of Directors shall have power to fix the salaries and other
compensation and remuneration, of whatever kind, of all officers of the
Corporation. It may authorize any committee or officer, upon whom the power of
appointing subordinate officers may have been conferred, to fix the salaries,
compensation and remuneration of such subordinate officers.
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Section 9. ELECTION, TENURE AND REMOVAL OF OFFICERS
The Board of Directors shall elect the officers. The Board of Directors
may from time to time authorize any committee or officer to appoint subordinate
officers. An officer serves for one year or until his successor is elected and
qualified. If the Board of Directors in its judgment finds that the best
interests of the Corporation will be served, it may remove any officer or agent
of the Corporation. The removal of an officer or agent does not prejudice any of
his contract rights. The Board of Directors (or any committee or officer
authorized by the Board of Directors) may fill a vacancy which occurs in any
office for the unexpired portion of the term of that office.
ARTICLE IV - STOCK
Section 1. CERTIFICATES FOR STOCK
Each stockholder shall be entitled to certificates which represent and
certify the shares of stock he holds in the Corporation. Each stock certificate
shall include on its face the name of the Corporation, the name of the
stockholder and the class of stock and number of shares represented by the
certificate and be in such form, not inconsistent with law or with the Articles
of Incorporation, as shall be approved by the Board of Directors or any officer
or officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the President or the Chairman of the
Board, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate shall be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures on each certificate may be either manual or facsimile signatures. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer of the Corporation when it is issued.
Section 2. TRANSFERS
The Board of Directors shall have power and authority to make such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates of stock, and may appoint transfer agents and
registrars thereof. The duties of transfer agent and registrar may be combined.
Section 3. RECORD DATE AND CLOSING OF TRANSFER BOOKS
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 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 ninety (90) nor less than ten (10) days before the date of such
meeting, nor more than ninety (90) days prior to any other action.
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Section 4. STOCK LEDGER
The Corporation shall maintain a stock ledger which contains the name
and address of each stockholder and the number of shares of stock of each class
registered in the name of each stockholder. The stock ledger may be in written
form or in any other form which can be converted within a reasonable time into
written form for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the offices of a transfer agent for the particular class
of stock, within or without the State of Maryland, or, if none, at the principal
office or the principal executive offices of the Corporation in the State of
Maryland.
Section 5. CERTIFICATION OF BENEFICIAL OWNERS
The Board of Directors may adopt by resolution a procedure by which a
stockholder of the Corporation may certify in writing to the Corporation that
any shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder.
Section 6. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES
The Board of Directors of the Corporation may determine the conditions
for issuing a new stock certificate in place of one which is purportedly alleged
to have been lost, stolen or destroyed, or the Board of Directors may delegate
such power to any officer or officers of the Corporation. In its discretion, the
Board of Directors or such officer or officers may refuse to issue such new
certificate except upon the order of a court having jurisdiction in the
premises.
ARTICLE V - FINANCE
Section 1. CHECKS, DRAFTS, ETC.
All checks, drafts and orders for the payment of money, notes and other
evidences of indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be signed by the
President or a Vice-President and countersigned by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary.
Section 2. ANNUAL STATEMENT OF AFFAIRS
There shall be prepared annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within twenty (20) days
after the meeting, placed on file at the Corporation's principal office. Such
statement shall be prepared or caused to be prepared by such executive officer
of the Corporation as may be designated in an additional or supplementary bylaw
adopted by the Board of Directors. If no other executive officer is so
designated, it shall be the duty of the President to prepare or cause to be
prepared such statement.
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Section 3. FISCAL YEAR
The fiscal year of the Corporation shall commence on the first day of
January and end on the last day of December in each year.
ARTICLE VI - SUNDRY PROVISIONS
Section 1. CORPORATE SEAL
The Board of Directors shall provide a suitable seal, bearing the name
of the Corporation, which shall be in the charge of the Secretary. The Board of
Directors may authorize one or more duplicate seals and provide for the custody
thereof.
Section 2. BONDS
The Board of Directors may require any officer, agent or employee of
the Corporation to give a bond to the Corporation, conditioned upon the faithful
discharge of his duties, with one or more sureties and in such amount as may be
satisfactory to the Board of Directors.
Section 3 VOTING UPON SHARES IN OTHER CORPORATIONS
Stock of other corporations or associations, registered in the name of
the Corporation, may be voted by the Chief Executive Officer, the President, a
Vice-President or a proxy appointed by any of them. The Board of Directors,
however, may by resolution appoint some other person to vote such shares, in
which case such person shall be entitled to vote such shares upon the production
of a certified copy of such resolution.
Section 4. MAIL
Any notice or other document which is required by these Bylaws to be
mailed shall be deposited in the United States mails, postage prepaid.
Section 5. AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed in the manner set forth in the
Articles of Incorporation.
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IN WITNESS WHEREOF, these Bylaws are hereby certified as the duly
adopted Bylaws of the Corporation on August 8, 2000.
/s/ Mary C. Kratzenberg
--------------------------
Corporate Secretary
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