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AMENDED AND RESTATED BYLAWS
OF
PALMWORKS, INC.
a Nevada corporation
Adopted as of April 20, 2000
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PALMWORKS, INC.
AMENDED AND RESTATED BYLAWS
TABLE OF CONTENTS
Page
ARTICLE I
Offices
Section 1. Principal Office.........................................1
Section 2. Other Offices............................................1
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings........................................1
Section 2. Annual Meetings..........................................1
Section 3. Special Meetings.........................................1
Section 4. Notice of Meetings.......................................1
Section 5. Purpose of Meetings......................................2
Section 6. Quorum...................................................2
Section 7. Record Date..............................................2
Section 8. Voting...................................................2
Section 9. Consent of Stockholders in Lieu of Meeting...............3
ARTICLE III
Directors
Section 1. Powers...................................................3
Section 2. Number and Term of Office................................3
Section 3. Place of Meetings........................................3
Section 4. Annual Organizational Meeting............................3
Section 5. Regular Meetings.........................................4
Section 6. Special Meetings.........................................4
Section 7. Quorum...................................................4
Section 8. Committees...............................................4
Section 9. Action of Directors in Lieu of Meeting...................4
Section 10. Compensation.............................................5
ARTICLE IV
Notices
Section 1. Notice, What Constitutes.................................5
Section 2. Waiver of Notice.........................................5
ARTICLE V
Officers
Section 1. Number and Qualifications................................5
Section 2. Compensation.............................................6
Section 3. Term of Office...........................................6
Section 4. Subordinate Officers, Committees and Agents..............6
Section 5. The President............................................6
Section 6. The Vice President.......................................6
Section 7. The Secretary............................................6
Section 8. The Treasurer............................................6
ARTICLE VI
Certificates of Stock
Section 1. Issuance.................................................7
Section 2. Transfer Agent and Registrar.............................7
Section 3. Lost Certificates........................................7
Section 4. Transfer of Stock........................................7
Section 5. Registered Stockholders..................................8
ARTICLE VII
Indemnification of Officers, Directors,
Employees and Agents; Insurance..........................8
ARTICLE VIII
General Provisions
Section 1. Dividends...............................................10
Section 2. Reserves................................................10
Section 3. Checks..................................................10
Section 4. Fiscal Year.............................................10
Section 5. Seal....................................................10
Section 6. Amendments..............................................10
AMENDED AND RESTATED BYLAWS
OF
PALMWORKS, INC.
Article I
Offices
Section 1. Principal Office. The principal office shall be 2525 South Shore
Boulevard, Suite 309, League City, Texas 77573, or such other location as
determined by the board of directors.
Section 2. Other Offices. The Corporation may also have offices at such other
places both within and outside of the State of Nevada.
Article II
Meetings of Stockholders
Section 1. Place of Meetings. Meetings of the stockholders shall be held at such
time and place within or outside of the State of Nevada as shall be designated
from time to time by the board of directors.
Section 2. Annual Meetings. The board of directors may determine the place, date
and time of the annual meetings of the stockholders, but if no such place, date
and time is fixed, the meeting for any calendar year shall be held at the
Corporation's known place of business at 10:00 a.m. on the 1st day of August of
each year, commencing in 2000. If that day is not a business day, the meeting
shall be held on the next succeeding business day. At that meeting the
stockholders entitled to vote shall elect such directors and transact such
business as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. Notice of Meetings. Notices of meetings shall be in writing and
signed by the president or a vice president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and place where it is to be held, which may be within or without
the State of Nevada. A copy of such notice shall be either delivered personally
or shall be mailed, postage prepaid, to each stockholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days before
such meeting. If mailed, it shall be directed to a stockholder at such
stockholder's address as it appears upon the records of the Corporation and upon
such mailing of any such notice, the service thereof shall be complete, and the
time of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. In the event of the
transfer of stock after delivery or mailing of the notice of, and before the
holding of, the meeting, it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
Section 5. Purpose of Meetings. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 6. Quorum. Stockholders holding at least a majority of the voting power,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the articles of incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 7. Record Date. The board of directors may prescribe a period not
exceeding sixty (60) days before any meeting of the stockholders during which no
transfer of stock on the books of the Corporation may be made, or may fix a day
not more than sixty (60) days before the holding of any such meeting as the day
as of which stockholders entitled to notice of and to vote at such meetings must
be determined. Only stockholders of record on that day are entitled to notice or
to vote at such meeting.
Section 8. Voting.
(a) An act of stockholders who hold at least a majority of the voting power and
are present at a meeting at which a quorum is present is the act of the
stockholders unless the statutes or articles of incorporation provide for
different proportions.
(b) Except as hereinafter provided, every stockholder of record of the
Corporation shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in such stockholder's name on the books of the
Corporation.
(c) At any meeting of the stockholders, any stockholder may designate another
person or persons to act as a proxy or proxies as provided by law. If any
stockholder designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if only one shall be present, then
that one shall have and may exercise all of the powers conferred by such
stockholder upon all of the persons so designated unless the stockholder shall
otherwise provide. No such proxy shall be valid after the expiration of six (6)
months from the date of its creation, unless it is coupled with an interest, or
unless the stockholder specifies in it the length of time for which it is to
continue in force, which may not exceed seven (7) years from the date of its
creation. Subject to the above, any proxy properly created is not revoked and
continues in full force and effect until another instrument or transmission
revoking it or a properly created proxy bearing a later date is filed with or
transmitted to the secretary of the Corporation or another person or persons
appointed by the Corporation to count the votes of stockholders and determine
the validity of proxies and ballots.
Section 9. Consent of Stockholders in Lieu of Meeting. Any action required or
permitted to be taken at a meeting may be taken without a meeting if a written
consent thereto is signed by stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action, in which case, such greater proportion of written consents shall be
required.
Article III
Directors
Section 1. Powers. The business of the Corporation shall be managed by its board
of directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute, by the articles of
incorporation, or by these bylaws directed or required to be exercised or done
by the stockholders.
Section 2. Number and Term of Office.
(a) The board of directors shall consist of such number of directors, not fewer
than one (1) nor more than ten (10), as may be determined from time to time by
resolution of the board of directors. Except as hereinafter provided, directors
shall be elected at the annual meeting of the stockholders and each director
shall serve until his or her successor shall be elected and qualified, or until
his or her earlier resignation or removal.
(b) Vacancies, including those caused by an increase in the number of directors,
may be filled by a majority of the remaining directors though less than a
quorum. When one or more directors shall give notice of their resignation to the
board of directors, effective at a future date, the board of directors shall
have the power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director to hold office
until such director's successor is appointed and elected.
(c) Any director may be removed from office by the vote of stockholders
representing not less than two-thirds (2/3) of the voting power of the issued
and outstanding stock entitled to voting power, except that (i) if the articles
of incorporation provide for the election of directors by cumulative voting, no
director may be removed from office under the provisions of this section except
upon the vote of stockholders owning sufficient shares to have prevented his
election to office in the first instance, and (ii) if the articles of
incorporation require the concurrence of a larger percentage of the stock
entitled to voting power in order to remove a director.
Section 3. Place of Meetings. The board of directors of the Corporation may hold
meetings, both regular and special, either within or outside of the State of
Nevada.
Section 4. Annual Organizational Meeting. The first meeting of each newly
elected board of directors shall be held within thirty (30) days after the
adjournment of the annual meetings of stockholders. No notice of such meeting
shall be necessary to be given to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. In the event
such meeting is not held, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 5. Regular Meetings. Meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board of directors.
Section 6. Special Meetings. Special meetings of the board of directors may be
called by the president or secretary on the written request of one director.
Written notice of special meetings of the board of directors shall be given to
each director by telephone or in writing at least twenty-four (24) hours (in the
case of notice by telephone or facsimile) or forty-eight (48) hours (in the case
of notice by telegram) or three (3) days (in the case of notice by mail) before
the time at which the meeting is to be held. Every such notice shall state the
date, time and place of the meeting, but need not describe the purpose of the
meeting unless required by the articles of incorporation, these bylaws or
provided by law.
Section 7. Quorum. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation.
Section 8. Committees.
(a) The board of directors may, by resolution passed by a majority of the whole
board of directors, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. The board of directors may appoint natural persons who are
not directors to serve on committees.
(b) The committees shall keep regular minutes of their proceedings and report
the same to the board of directors when required.
Section 9. Action of Directors in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting if, before or after the action,
a written consent thereto is signed by all the members of the board of directors
or of the committee, as the case may be, and the written consent is filed with
the minutes of proceedings of the board of directors or committee.
Section 10. Compensation. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Article IV
Notices
Section 1. Notice, What Constitutes. Notices to directors and stockholders shall
be in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the Corporation.
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given by telegram, facsimile or
telephone.
Section 2. Waiver of Notice.
(a) Whenever all parties entitled to vote at a meeting, whether of directors or
stockholders, consent, either by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at such meeting
without objection, the doings of such meetings shall be as valid as if had at a
meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
(b) Whenever any notice whatever is required to be given under the provisions of
the statutes, the articles of incorporation or 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, shall be deemed equivalent thereto.
Article V
Officers
Section 1. Number and Qualifications. The officers of the Corporation shall be
chosen by the board of directors at its first meeting and thereafter after each
annual meeting of stockholders. The officers to be elected shall include a
president, a secretary and a treasurer. Any person may hold two or more offices.
The board of directors may also appoint vice presidents and additional officers
or assistant officers as it shall deem necessary.
Section 2. Compensation. The salaries of all officers and agents of the
Corporation shall be fixed by the board of directors.
Section 3. Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise
shall be filled by the board of directors.
Section 4. Subordinate Officers, Committees and Agents. The board of directors
may elect any other officers and appoint any committees, employees or other
agents as it desires who shall hold their offices for the terms and shall
exercise the powers and perform the duties as shall be determined from time to
time by the board of directors to be required by the business of the
Corporation. The directors may delegate to any officer or committee the power to
elect subordinate officers and retain or appoint employees or other agents.
Section 5. The President. The president shall be the chief executive officer of
the Corporation, shall preside at all meetings of the stockholders and the board
of directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 6. The Vice President. If appointed, the vice president shall, in the
absence or disability of the president, 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.
Section 7. The Secretary. The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision the secretary shall be. The secretary
shall keep in safe custody the seal of the Corporation and, when authorized by
the board of directors, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by the secretary's signature or by the
signature of the treasurer or an assistant secretary.
Section 8. The Treasurer. The treasurer shall have the custody of the corporate
funds and securities and shall keep in full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit 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.
The treasurer shall disburse the funds of the Corporation as may be ordered by
the board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board of directors, or when the board of directors so requires, an account
of all the treasurer's transactions as treasurer and of the financial condition
of the Corporation. If required by the board of directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the treasurer's office and for the restoration to the Corporation, in
case of the treasurer's 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 belonging to the Corporation.
Article VI
Certificates of Stock
Section 1. Issuance. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation.
When the Corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
Corporation will furnish to any stockholder upon request and without charge, a
full or summary statement of the voting powers, designations, preferences,
limitations, restrictions and relative rights of the various classes of stock or
series thereof. If any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such Corporation.
Section 2. Transfer Agent and Registrar. Whenever any certificate is
countersigned or otherwise by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents of the
Corporation may be printed or lithographed upon such certificate in lieu of the
actual signatures.
Section 3. 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 or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such 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 or destroyed certificate or certificates, or such owner's
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 4. Transfer of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 5. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
Article VII
Indemnification of Officers, Directors,
Employees and Agents; Insurance
(a) The Corporation shall indemnify, to the maximum extent permitted by the 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, except an action by or in the right
of the Corporation, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of no lo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and that, with respect to any
criminal action or proceeding, such person had reasonable cause to believe that
his conduct was unlawful.
(b) The Corporation shall indemnify, to the maximum extent permitted by the law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, but no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
(c) To the extent that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 7(a) and 7(b) hereof, or in defense of any
claim, issue or matter therein, such person shall be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by such person in connection with such defense.
(d) Any indemnification under Sections 7(a) and 7(b) hereof, unless ordered by a
court, shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Sections 7(a) and 7(b) hereof. Such
determination shall be made:
(i) by the stockholders;
(ii) by the board of directors by majority vote of a quorum consisting of
directors who were not parties to such act, suit or proceeding;
(iii)if such a quorum of disinterested directors so orders, by independent
legal counsel in a written opinion; or
(iv) if such a quorum of disinterested directors cannot be obtained, by
independent legal counsel in a written opinion.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors unless
it is ultimately determined that such director, officer, employee or agent is
not entitled to be indemnified by the Corporation as authorized in this section
or as provided by law.
(f) The indemnification provided by this Section 7(f):
(i) does not exclude any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office; and
(ii) shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g) The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or as serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this section.
Article VIII
General Provisions
Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.
Section 2. Reserves. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
Section 3. Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.
Section 5. Seal. The Corporation may have a corporate seal in the form of a
circle containing the name of the Corporation, the year of incorporation and
such other details as may be approved by the board of directors. Nothing in
these bylaws shall require the impression of a corporate seal to establish the
validity of any document executed on behalf of the Corporation.
Section 6. Amendments. These bylaws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.
CERTIFICATION
I hereby certify that the foregoing Bylaws were duly adopted by the
board of directors of the Corporation as of the 20th day of April, 2000.
Ellen S. Eckler, Secretary