BY-LAWS
OF
ePHONE TELECOM, INC.
A Florida Corporation
ARTICLE I.
Offices
SECTION 1. Registered Office. The registered office of ePHONE Telecom,
Inc. (hereinafter called the"Corporation") within the State of Florida shall be
c/o CT Corporation System,1200 South Pine Island Road, Plantation, Florida
33324.
SECTION 2. Other Offices. The Corporation may also have offices at 1145
Herndon Parkway, Herndon, Virginia 20170 and such place or places as the Board
of Directors shall from time to time determine or the business of the
Corporation may require.
ARTICLE II.
Meetings of Shareholders
SECTION 1. Place of Meetings. All meetings of the shareholders shall be
held at any such place, either within or without the State of Florida, as shall
be designated from time to time by the Board of Directors and stated in the
notice of meeting or in a duly executed waiver thereof.
SECTION 2. Annual Meeting. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as may
come before the meeting shall be held at such time and place as shall be
determined by the Board of Directors and stated in the notice of the meeting.
SECTION 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Board or by the Secretary upon the written request of the holders of not
less than fifty percent of the outstanding stock of the Corporation entitled to
vote at the meeting.
SECTION 4. Notice of Meetings. Notice of meetings of shareholders shall
be given as required by applicable law.
SECTION 5. Quorum. One third in voting power of the outstanding shares
of the Corporation shall constitute a quorum. When a quorum is once present to
organize a meeting of shareholders, it is not broken by the subsequent
withdrawal of any shareholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of shareholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
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SECTION 6. Organization. At every meeting of shareholders, the
President or, in his absence or inability to act, the person whom the President
shall appoint, shall act as chairman of the meeting. The Secretary or, in his
absence or inability to act, the person whom the chairman of the meeting shall
appoint secretary of the meeting, shall act as secretary of the meeting and keep
the minutes thereof.
SECTION 7. Order of Business. The order of business at all meetings of
the shareholders shall be as determined by the chairman of the meeting.
SECTION 8. Voting. Unless otherwise provided in the Amended and
Restated Articles of Incorporation, every shareholder of record shall be
entitled at every meeting of shareholders to one vote for each share of capital
stock standing in his name on the record of shareholders. If the Amended and
Restated Articles of Incorporation provides for more or less than one vote for
any share, on any matter, every reference in these By-Laws or the Florida
Business Corporation Act to a majority or other proportion of stock shall refer
to such majority or other proportion of the votes of such stock.
At any meeting of shareholders (at which a quorum was present to
organize the meeting), all matters, except as otherwise provided by law or by
the Amended and Restated Articles of Incorporation or by these By-Laws, shall be
decided by a majority of the votes cast at such meeting by the holders of shares
present in person or represented by proxy and entitled to vote thereon, whether
or not a quorum is present when the vote is taken. All elections of directors
shall be by written ballot unless otherwise provided in the Amended and Restated
Articles of Incorporation. In voting on any other question on which a vote by
ballot is required by law or is demanded by any shareholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the shareholder
voting or by his proxy, and shall state the number of shares voted. On all other
questions, the voting may be viva voce. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy. The validity and
enforceability of any proxy shall be determined in accordance with applicable
law.
SECTION 9. Inspectors. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be shareholders.
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SECTION 10. Written Action. Unless otherwise provided in the
Amended and Restated Articles of Incorporation, any action required by the
Florida Business Corporation Act to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting of such shareholders, 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 the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.
ARTICLE III.
Board of Directors
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
SECTION 2. Number, Qualifications, Election and Term of Office. The
Board shall consist of not less than three nor more than nine members, as
determined by the Board by resolution from time to time. Members of the Board
need not be residents of the State of Florida and need not be shareholders of
the Corporation. Directors shall be elected at the annual meeting of the
shareholders and the term of office of each director shall be until the next
annual meeting of shareholders and the election and qualification of a
successor.
SECTION 3. Place of Meetings. Meetings of the Board of Directors
shall be held at such place or places, within or without the State of Florida,
as the Board of Directors may from time to time determine or as shall be
specified in the notice of any such meeting.
SECTION 4. Annual Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each annual meeting of
shareholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such other time or place (within or without the State of Florida) as
shall be specified in a notice thereof given as hereinafter provided in Section
7 of this Article III.
SECTION 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors may
fix. Notice of regular meetings of the Board of Directors need not be given
except as otherwise required by statute or these By-Laws.
SECTION 6. Special Meetings. Special meetings of the Board of
Directors may be called by the President or at the request of a majority of the
directors.
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SECTION 7. Notice of Meetings. Notice of each special meeting of
the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to him at his residence or usual place of
business, by first class mail, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he shall attend 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.
SECTION 8. Quorum and Manner of Acting. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, and, except as otherwise expressly
required by statute or the Amended and Restated Articles of Incorporation or
these By-Laws, 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. In the
absence of a quorum at any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all
of the directors unless such time and place were announced at the meeting at
which the adjournment was taken, in which case such notice shall only be given
to the directors who were not present thereat. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a Board and the individual directors shall have no power as such.
SECTION 9. Organization. At each meeting of the Board of Directors,
the President or, in his absence, another director chosen by a majority of the
directors present shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence, any person appointed by the chairman shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 10. Resignations. Any director of the Corporation may
resign at any time by giving written notice of his resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 11. Vacancies. Any vacancy in the Board of Directors,
whether arising from death, resignation, removal (with or without cause), an
increase in the number of directors or any other cause, may be filled by the
vote of a majority of the directors then in office, though less than a quorum,
or by the sole remaining director or by the shareholders at the next annual
meeting thereof or at a special meeting thereof. Each director so elected shall
hold office until his successor shall have been elected and qualified.
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SECTION 12. Removal of Directors. Any director may be removed,
either with or without cause, at any time, by the holders of at least 662/3% of
the voting power of the issued and outstanding capital stock of the Corporation
entitled to vote at an election of directors.
SECTION 13. Compensation. The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity.
SECTION 14. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board 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. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board 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; but no such committee shall have the power or
authority in reference to amending the Amended and Restated Articles of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
these By-Laws of the Corporation; and, unless the resolution designating it
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.
SECTION 15. Action by Consent. Unless restricted by the Amended and
Restated Articles of Incorporation, any action required or permitted to be taken
by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or such committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board of Directors or such committee, as
the case may be.
SECTION 16. Telephonic Meeting. Unless restricted by the Amended
and Restated Articles of Incorporation, any one or more members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such 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. Participation by such means shall constitute
presence in person at a meeting.
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ARTICLE IV.
Officers
SECTION 1. Number and Qualifications. The officers of the
Corporation shall be elected by the Board of Directors and shall consist of a
President, a Secretary and such Vice Presidents and other officers and assistant
officers as the Board of Directors of the Corporation may from time to time
appoint, or authorize the President to appoint.
SECTION 2. Tenure. Officers and assistant officers of the
Corporation may, but need not, also be members of the Board. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier death, resignation or removal in the manner specified in this Section 2
of Article IV of these By-Laws. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. In addition, however, any
officer or assistant officer appointed by the President and, if the President is
so authorized by the Board, any officer or assistant officer appointed by the
Board of the Corporation, may be removed from office by the President upon such
terms as the President may specify in writing to such officer. The removal of an
officer without cause shall be without prejudice to his contract rights, if any.
The election or appointment of an officer shall not of itself create contract
rights. Should any vacancy occur among the officers by reason of any of the
specified acts or events, the position shall be filled by appointment made by
the Board or by the President, if he is so authorized by the Board. Any
individual may be elected to, and may hold, more than one office of the
Corporation.
SECTION 3. Duties. The powers and duties of the several officers
shall be as provided from time to time by resolution or other directive of the
Board. In the absence of such provisions, the respective officers shall have the
powers and shall discharge the duties customarily and usually held and performed
by like officers of corporations similar in organization and business purposes
to the Corporation.
SECTION 4. Compensation. Officers may be paid such reasonable
compensation as the Board may from time to time authorize and direct.
ARTICLE V.
Stock Certificates and Their Transfer
SECTION 1. Stock Certificates. Certificates representing shares of
the Corporation shall be in such form (consistent with applicable law) as shall
be determined by the Board. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate a new one may be issued therefor
on such terms and indemnity to the Corporation as the Board may prescribe.
SECTION 2. Transfers of Stock. Transfer of shares of the
Corporation shall be made in the manner specified in the Uniform Commercial
Code. The Corporation shall maintain stock transfer books, and any transfer
shall be registered thereon only on request and surrender of the stock
certificates representing the transferred shares, duly endorsed. The Corporation
shall have the absolute right to recognize as the owner of any shares of stock
issued by it, the person or persons in whose the name the certificate
representing such shares stands according to the books of the Corporation for
all proper corporate purposes, including the voting of the shares represented by
the certificate at a regular or special meeting of shareholders, and the
issuance and payment of dividends on such shares.
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SECTION 3. Transfer Agents and Registrars. The Board of Directors
may appoint, or authorize any officer orofficers to appoint, one or more
transfer agents and one or more registrars.
SECTION 4. Regulations. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.
SECTION 5. Fixing the Record Date. In order that the Corporation
may determine the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to 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 sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 6. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its records
as the owner of shares of stock to receive dividends and to vote as such owner,
shall be entitled to hold liable for calls and assessments a person registered
on its records as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
stock 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 Florida.
ARTICLE VI.
Indemnification
SECTION 1. Indemnification. (1) Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact: (i) that he
or she is or was a director or officer of the Corporation, or (ii) that he or
she, being at the time a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, trustee, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (collectively, "another enterprise"), whether either in case (i) or case
(ii) the basis of such proceeding is alleged action or inaction (a) in an
official capacity as a director or officer of the Corporation, or as a director,
trustee, officer, employee or agent of such other enterprise, or (b) in any
other capacity related to the Corporation or such other enterprise while so
serving as a director, trustee, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Florida Business Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including without
limitation attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such person
in connection therewith. The persons indemnified by this paragraph (1) of this
Article VI are hereinafter referred to as "indemnitees." Such indemnification as
to such alleged action or inaction shall continue as to an indemnitee who has
after such alleged action or inaction ceased to be a director or officer of the
Corporation, or director, officer, employee or agent of such other enterprise;
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in paragraph (2) of
this Article VI with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or portion thereof) initiated by such indemnitee
only if such proceeding (or portion thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Article VI (a) shall
be a contract right; (b) shall not be affected adversely to any indemnitee by
any amendment of these By-Laws with respect to any action or inaction occurring
prior to such amendment; and (c) shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if and to the extent the Florida Business Corporation Act
requires, an advancement of expenses incurred by an indemnitee shall be made
only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Article VI or otherwise.
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(2) If a claim under paragraph (1) of this Article VI is not paid
in full by the Corporation within sixty days after it has been received in
writing by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses only upon
a final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Florida Business Corporation Act. Neither the failure
of the Corporation (including the Board of Directors, independent legal counsel,
or its shareholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Florida Business Corporation Act, nor an actual determination by the
Corporation (including the Board of Directors, independent legal counsel, or its
shareholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to have or retain such advancement of expenses,
under this Article VI or otherwise, shall be on the Corporation.
(3) The rights to indemnification and to the advancement of
expenses conferred in this Article VI shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the Amended
and Restated Articles of Incorporation, bylaw, agreement, vote of shareholders
or disinterested directors or otherwise.
(4) The Corporation may maintain insurance, at its expense, to
protect itself and any director, trustee, officer, employee or agent of the
Corporation or another enterprise (as defined in paragraph (1) of this Article
VI) against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Florida Business Corporation Act.
(5) The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification, and to the
advancement of expenses, to any employee or agent of the Corporation (or any
person serving at the Corporation's request as a director, trustee, officer,
employee, or agent of another enterprise) or to persons who are or were a
director, officer, employee or agent of a constituent corporation absorbed by
the Corporation in a consolidation or merger or who is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another enterprise, in each case as determined by the Board to the
fullest extent of the provisions of this Article VI in cases of the
indemnification and advancement of expenses of directors and officers of the
Corporation, or to any lesser extent (or greater extent, if permitted by law)
determined by the Board of Directors.
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ARTICLE VII.
General Provisions
SECTION 1. Dividends. Subject to the provisions of statute and the
Amended and Restated Articles of Incorporation, dividends upon the shares of
capital stock of the Corporation may be declared by the Board of Directors at
any regular or special meeting. Dividends may be paid in cash, in property or in
shares of stock of the Corporation, unless otherwise provided by statute or the
Amended and Restated 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 Board of Directors may, from time to time, in its 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 Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.
SECTION 3. Seal. The seal of the Corporation shall be in such form
as shall be approved by the Board of Directors.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors.
SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.
SECTION 6. Execution of Contracts, Deeds, Etc. The Board may
authorize any officer, employee or agent to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation. Such
authority may be general or confined to specific instances, or otherwise
limited, and if the Board so provides may be delegated by the person so
authorized.
SECTION 7. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board. Such authority may be general or
confined to specific instances and if the Board so provides may be delegated by
the person so authorized.
SECTION 8. Voting of Stock in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the President, from time to
time, may (or may appoint one or more attorneys or agents to) cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of the shares or other securities of
such other corporation. In the event one or more attorneys or agents are
appointed, the President may instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent. The President may, or
may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the circumstances.
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ARTICLE VIII.
Amendments
These By-Laws may be amended or repealed or new By-Laws adopted (a)
by the affirmative vote of the holders of shares having not less than a majority
of the voting power of the outstanding shares of the Corporation entitled to
vote thereon at any annual or special meeting of shareholders or (b) by the
affirmative vote of at least a majority of the members of the Board of Directors
at a regular or special meeting thereof as provided by Article III of these
By-Laws. Any by-law made by the Board of Directors may be amended or repealed by
action of the shareholders at any annual or special meeting of shareholders.
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