Exhibit 3.5(b)
BYLAWS
OF
CBRE/LJM -- NEVADA, INC.
a Nevada corporation
Adopted December 31, 1998
CBRE/LJM-NEVADA, INC.
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 ............................................ 4
ARTICLE IV
Notices
Section 1. Notice, What Constitutes ................................ 5
Section 2. Waiver of Notice ........................................ 5
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Page
ARTICLE V
Officers
Section 1. Number and Qualifications .................................. 5
Section 2. Compensation ............................................... 5
Section 3. Term of Office ............................................. 5
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 .................................... 7
ARTICLE VII
General Provisions
Section 1. Dividends .................................................. 8
Section 2. Reserves ................................................... 8
Section 3. Checks ..................................................... 8
Section 4. Fiscal Year ................................................ 8
Section 5. Seal ....................................................... 8
Section 6. Amendments ................................................. 8
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BYLAWS
OF
CBRE/LJM - NEVADA, INC.
ARTICLE I
Offices
Section 1. Principal Office. The principal office shall be in the
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City of Reno, County of Washoe, State of Nevada.
Section 2. Other Offices. The Corporation may also have offices at
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such other places both within and without the State of Nevada.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. Meetings of the stockholders shall be
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held at such time and place within or without the State of Nevada as shall be
designated from time to time by the board of directors.
Section 2. Annual Meetings. Annual meetings of stockholders,
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commencing with the year 1999, shall be held on the 31st day in March of each
calendar year, if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 10:00 a.m., at which the stockholders shall elect by a
plurality vote, a board of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders,
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for any purpose or purposes, unless otherwise prescribed by statute or by the
articles or 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. Notice of meetings shall be in writing
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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
his 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
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meeting of stockholders shall be limited to the purposes stated in the notice.
Section 6. Quorum. Stockholders holding at least a majority of the
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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
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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.
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(a) An act of stockholders who hold at lease 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 his 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.
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Section 9. Consent of Stockholders in Lieu of Meeting. Any action
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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
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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.
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(a) The number of directors shall be one (1). The number of directors
may be increased or decreased from time to time by resolution of the board of
directors, but no decrease in the number shall change the term of any director
in office at the time thereof. The directors shall be elected at the annual
meeting of the stockholders, and except as provided in Section 2(b) of this
article, each director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.
(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 his or 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 so
appointed to hold office during the remainder of the term of office of the
resigning director or directors.
(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
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Corporation may hold meetings, both regular and special, either within or
without the State of Nevada.
Section 4. Annual Organizational Meeting. The first meeting of each
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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
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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
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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
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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 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
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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.
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(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
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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
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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
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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
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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.
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(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
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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
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the Corporation shall be fixed by the board of directors.
Section 3. Term of Office. The officers of the Corporation shall hold
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office until their successors are chosen and qualify. 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
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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
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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
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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. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.
Section 6. The Vice President. If appointed, the vice president
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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
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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. He 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 he shall be. He 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 his signature or by the signature of the treasurer or an
assistant secretary.
Section 8. The Treasurer. The treasurer shall have the custody of the
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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. He 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 his 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 his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books,
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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
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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 him 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
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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
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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 his 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
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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
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to recognize the exclusive right of a person registered on its books as the
owner of shares to receive
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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
General Provisions
Section 1. Dividends. Dividends upon the capital stock of the
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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
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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
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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
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fixed by resolution of the board of directors.
Section 5. Seal. The Corporation may have a corporate seal in the
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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
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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.
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CERTIFICATION
I hereby certify that the foregoing Bylaws were duly adopted by the
board of directors of the Corporation as of the 31/st/ day of December, 1998.
/s/ Walter V. Stafford
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Walter V. Stafford, Secretary
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