AMENDED BY-LAWS
OF
BED BATH & BEYOND INC.
(a New York Corporation)
ARTICLE I - OFFICES
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The Corporation may have such offices within and without the State of New
York as the Board of Directors may from time to time determine or the business
of the Corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
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SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders shall be
held at such place within or without the State of New York as the Board of
Directors may from time to time determine.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on such date and at such
hour as shall from time to time be fixed by the Board of Directors. The Board of
Directors acting by resolution may postpone and reschedule any previously
scheduled annual meeting of shareholders.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes shall be called and may be held at any time upon the written
request of the Board of Directors, the Chairman or the Chief Executive Officer.
Any such request shall state the purpose or purposes of the proposed meeting.
The business transacted at any special meeting shall be confined to the purposes
stated in the notice of the meeting. The Board of Directors acting by resolution
may postpone and reschedule any previously scheduled special meeting of
shareholders.
SECTION 4. NOTICE OF MEETINGS. Written notice of each annual and special
meeting of shareholders shall state the date, time, place and purpose or
purposes of each such meeting of shareholders and, unless it is the annual
meeting, shall indicate that it is being issued at the direction of the person
or persons requesting the meeting.
SECTION 5. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or to express consent to or dissent from any taking
of corporate action without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be less than ten (10)
nor more than sixty (60) days before the date of any such meeting, nor
more than sixty (60) days before any other action. When a determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this Section 5, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting or further notice is required by
statute. If no record date is fixed, it shall be determined by statute.
SECTION 6. QUORUM. Unless otherwise provided by statute or by the
Certificate of Incorporation, the holders of a majority of the votes of shares
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders for the
transaction of business. When a quorum is once present to organize a meeting, it
shall not be broken by the subsequent withdrawal of any shareholders. At any
time a quorum is not present at a meeting of the shareholders, a majority of the
shareholders present in person or by proxy and entitled to vote thereat may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting of the place, date and hour of the adjourned meeting, until a
quorum shall be present, and at the adjourned meeting at which a quorum is
present any business may be transacted that might have been transacted at the
meeting as originally called.
SECTION 7. WAIVERS. Notice of meeting need not be given to any shareholder
who signs and submits a waiver of notice, in person or by proxy, whether before
or after the meeting. The attendance of any shareholder at a meeting, in person
or by proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting shall constitute a waiver of notice by such
shareholder.
SECTION 8. PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or other persons to act for him or her by proxy, in the manner
and to the extent provided by statute.
SECTION 9. QUALIFICATION OF VOTERS. Every shareholder of record shall be
entitled at every meeting of the shareholders to one vote for each share
standing in his or her name on the record of shareholders of the Corporation,
unless otherwise provided by statute, by the Certificate of Incorporation or by
these By-laws.
SECTION 10. ORDER OF BUSINESS. For business properly to be brought before a
meeting by a shareholder (including, without limitation, the nomination of a
person or persons to the Board of Directors), the shareholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation (a) in the
case of a special meeting of shareholders, not fewer than sixty (60) days or
more than ninety (90) days prior to the meeting at which such business will be
considered; PROVIDED, HOWEVER, that, if fewer than sixty (60) days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be
received not later than the close of business on the earlier of (i) the tenth
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made or (ii) the last business day prior to the
meeting date; and (b) in the case of an annual meeting of shareholders, not
fewer than one hundred twenty (120) days in advance of the date on which the
Corporation first mailed its proxy materials for the previous year's annual
meeting of shareholders; PROVIDED, HOWEVER, that if the date of the annual
meeting has changed by more than thirty (30) days from the prior year, notice by
the shareholder to be timely must be received not later than the close of
business on the later of (i) one hundred twenty (120) days prior to the date of
first mailing the proxy materials for the current year or (ii) the tenth day
following the day on which public disclosure of such changed meeting date was
made. To be in proper written form, a shareholder's notice to the Secretary
shall set forth in writing as to each matter the shareholder proposes to bring
before the meeting: (w) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (x) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business; (y) the class and number of shares of
the Corporation that are held of record and that are beneficially owned by such
shareholder; and (z) any material interest of such shareholder in such business.
If the business proposed to be brought before the meeting by a shareholder
involves the nomination of a person or persons to the Board of Directors, the
notice to the Secretary also shall set forth all the information relating to the
person or persons that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934. Notwithstanding anything else in
these By-laws to the contrary, no business shall be conducted at a meeting of
shareholders that contravenes the procedures set forth in this Section 10. The
chairman of a meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 10 and, if the chairman of the meeting should so determine, any
such business not properly brought before the meeting shall not be transacted
and a declaration to such effect shall be made to the meeting. The Board of
Directors of the Corporation shall be entitled to make such rules or regulations
for the conduct of meetings of shareholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to shareholders of record of the
Corporation and their duly authorized and constituted proxies, and such other
persons as the chairman of the meeting shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comment by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless, and to the extent, otherwise determined by the Board of
Directors or the chairman of the meeting, meetings of shareholders shall not be
required to be held in accordance with rules of parliamentary procedure.
SECTION 11. VOTING. Unless otherwise provided by statute or by the
Certificate of Incorporation, all elections for directors shall be determined by
a plurality of the votes cast, whether in person or by proxy, at a meeting of
shareholders by the holders of shares entitled to vote in the election, and all
other corporate action shall be by a majority of the votes properly cast at a
meeting of shareholders, whether in person or by proxy. All voting for the
election of directors shall be by ballot.
SECTION 12. LIST OF SHAREHOLDERS. A list of shareholders as of the record
date, certified by the corporate officer responsible for its preparation or by a
transfer agent, shall be produced at any meeting upon the request thereat or
prior thereto of any shareholder. If the right to vote at any meeting is
challenged, the inspectors of the election, or the chairman of the meeting,
shall require such list of shareholders to be produced as evidence of the right
of the persons
challenged to vote at such meeting, and all persons who appear from such list to
be shareholders entitled to vote thereat may vote at such meeting.
SECTION 13. INSPECTORS OF ELECTION. Prior to the holding of each annual or
special meeting of the shareholders, one or more inspectors of election to serve
thereat shall be appointed by the Board of Directors. If there shall be a
failure to appoint an inspector, or if, at any such meeting, the inspector or
inspectors so appointed shall be absent or shall fail to act or the office shall
become vacated, the chairman of the meeting may appoint such inspector or
inspectors of election to act thereat. The inspector or inspectors of election
so appointed to act at any meeting of the shareholders, before entering upon the
discharge of their duties, shall be sworn faithfully to execute the duties of
inspector at such meeting, with strict impartiality and according to the best of
his or her ability, and the oath so taken shall be subscribed by such inspector.
Such inspector or inspectors of election shall take charge of the polls, and,
after the voting on any question, shall make a certificate of the results of the
vote taken. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be shareholders.
ARTICLE III - BOARD OF DIRECTORS
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SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE. The business of the
Corporation shall be managed under the direction of the Board of Directors. The
number of directors that shall constitute the whole Board of Directors shall be
fixed exclusively by one or more resolutions adopted by the Board of Directors.
The directors need not be residents of the State of New York and need not be
shareholders. No decrease in the number of directors shall shorten the term of
an incumbent director. Members of the Board of Directors shall be elected at
each annual meeting of shareholders in accordance with and subject to the
provisions of the Certificate of Incorporation. Directors so elected shall serve
until their successors have been elected and qualified or until an earlier
resignation, removal or other displacement from office as provided in these
By-laws.
SECTION 2. PLACE OF MEETINGS. The Board of Directors may hold its meetings,
regular or special, at such place or places, within or without the State of New
York, as the Board of Directors may from time to time determine or as may be
specified in the notice of any meeting.
SECTION 3. ANNUAL MEETINGS. An annual meeting of the Board of Directors
shall be held following the annual meeting of the shareholders for the purposes
of electing officers of the Corporation and the committees of the Board of
Directors and transacting any other business which may properly come before the
meeting. Notice of annual meetings of the Board of Directors need not be given
in order legally to constitute the meeting, provided a quorum shall be present.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at times and dates fixed by the Board or at such other times and
dates as the Chairman or Chief Executive Officer shall determine and as shall be
specified in the notice of such meetings. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by statute or
these By-laws.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Secretary of the Corporation upon the written request of the
Chairman or Chief Executive Officer, or any two directors.
SECTION 6. 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 6, which
notice shall state the time, place and, if required by statute or these By-laws,
the purposes of such meeting. Notice of each such meeting shall be mailed,
postage thereon prepaid, to each director, by first-class mail, at least four
days before the day on which such meeting is to be held, or shall be sent by
facsimile transmission or comparable medium, or be delivered personally or by
telephone, at least twenty-four hours before the time at which such meeting is
to be held. Any meeting of the Board of Directors shall be a legal meeting
without notice thereof having been given, if all the directors of the
Corporation then holding office shall be present thereat.
SECTION 7. WAIVERS. Notice of a meeting need not be given to any director
who signs a waiver of notice, whether before or after the meeting. The
attendance of any director at a meeting without protesting prior to the meeting
or at its commencement the lack of notice of such meeting, shall constitute a
waiver of notice by such director.
SECTION 8. QUORUM. Unless otherwise provided by statute, the Certificate of
Incorporation or these By-laws, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business or of any specified
item of business. At any time a quorum is not present at a meeting of the Board
of Directors, a majority of the directors participating may adjourn the meeting
from time to time until a quorum shall be present thereat; and notice of any
adjournment to another time or place shall be given to the directors who were
absent at the time of the adjournment and, unless the new time and place are
announced at the meeting to be adjourned, to the other directors.
SECTION 9. MEETING PARTICIPATION WITHOUT PHYSICAL PRESENCE. Any one or more
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or of such committee by means of conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
SECTION 10. ACTION OF THE BOARD. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, the vote of a majority of the
directors at any meeting at which a quorum is present shall be the act of the
Board of Directors. Each director shall have one vote regardless of the number
of shares, if any, which he or she may hold.
SECTION 11. ACTION BY CONSENT WITHOUT A MEETING. 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 or of such committee consent
in writing to the adoption of a resolution authorizing such action. The written
consent or consents to each such action, including the resolutions adopted
thereby, shall be filed with the minutes of the proceedings of the Board of
Directors or of the committee taking such action.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate from among
its members an executive committee and other committees, each consisting of one
(1) or more directors, and each of which shall have all the authority of the
Board of Directors to the extent provided in the resolution, except as otherwise
provided by statute. Each such committee shall serve at the pleasure of the
Board of Directors and shall keep minutes of its meetings and report the same to
the Board of Directors as and when requested by the Board and shall observe such
other procedures with respect to its meetings as are provided in these By-laws
or, to the extent not provided herein, as may be provided by the Board of
Directors in the resolution appointing such committee or as may be adopted by
the Board of Directors thereafter.
SECTION 13. REMOVAL. Unless otherwise provided by statute, any or all
directors may be removed for cause by vote of the shareholders or by action of
the Board of Directors at a special meeting called for that purpose.
SECTION 14. RESIGNATION. Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman, the Chief Executive
Officer or the Secretary of the Corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the Board of
Directors or such officer, and acceptance of the resignation shall not be
necessary to make it effective.
SECTION 15. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason shall be filled in
accordance with and subject to the provisions of the Certificate of
Incorporation.
SECTION 16. COMPENSATION. The Board of Directors, by resolution and
irrespective of any personal interest of any of its members, shall have the
authority to establish reasonable compensation and fix reimbursement for
reasonable expenses of all directors for their services to the Corporation as
directors, officers or otherwise.
ARTICLE IV - OFFICERS
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SECTION 1. OFFICERS. The officers of the Corporation shall include the
Chairman, the Chief Executive Officer, the President, one or more Vice
Presidents (one or more of whom may be designated as Executive Vice Presidents
or as Senior Vice Presidents or by other designations), the Secretary, the
Treasurer and such+ other officers as the Board of Directors may from time to
time deem necessary, each of whom shall have such duties, powers and functions
as provided in these By-laws and as may be determined from time to time by
resolution of the Board of Directors. Two or more offices may be held by the
same person; PROVIDED, HOWEVER, that no officer shall execute, acknowledge or
verify any instrument in more than one capacity. Each of the officers shall,
when requested, consult with and advise the other officers of the corporation.
SECTION 2. ELECTION OR APPOINTMENT AND TERM OF OFFICE. Officers shall be
elected or appointed by the Board of Directors to hold office until the next
annual meeting of the Board of Directors and until his or her successor is
elected or appointed and qualified, or until such earlier date as shall be
prescribed by the Board of Directors at the time of his or her election or
appointment or until an earlier resignation, removal or displacement from
office. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by vote of a majority of the Board
of Directors. The Board of Directors may delegate to the Chairman and/or the
Chief Executive Officer authority to appoint and remove one or more officers
(excluding executive officers) and to prescribe the duties of such officers.
SECTION 3. VACANCIES. In the event of the resignation, removal or other
displacement from office of an officer elected or appointed by the Board of
Directors, the Board, in its sole discretion, may elect or appoint a successor
to fill the unexpired term.
SECTION 4. THE CHAIRMAN. The Chairman shall, together with the Chief
Executive Officer, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. The
Chairman shall, when present, preside as chairman at all meetings of the
shareholders and of the Board of Directors. The Chairman shall, in the absence
or incapacity of the Chief Executive Officer, perform all duties and functions
and exercise all the powers of the Chief Executive Officer. The Chairman shall
also have such other powers and perform such other duties required by statute or
by these By-laws or as the Board of Directors may from time to time determine.
Any reference to the Chairman in these By-laws shall be deemed to mean, if there
are Co-Chairmen, either Co-Chairman, each of whom may exercise the full powers
and authorities of the office.
SECTION 5. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
together with the Chairman, have general and active supervision and direction
over the business and affairs of the Corporation and over its several officers,
agents and employees, subject to the control and direction of the Board of
Directors. In the absence of the Chairman, the Chief Executive Officer shall
preside at meetings of the shareholders and of the Board of Directors. The Chief
Executive Officer shall, in the absence or incapacity of the Chairman, perform
all duties and functions and exercise all the powers of the Chairman required by
statute or by these By-laws or as the Board of Directors may from time to time
determine.
SECTION 6. PRESIDENT AND VICE PRESIDENTS. The President and each Vice
President shall have such powers and perform such duties as from time to time
may be assigned to him or her by the Board of Directors or be delegated to him
or her by the Chairman or by the Chief Executive Officer.
SECTION 7. TREASURER. The Treasurer shall have the safekeeping and custody
of the corporate funds and other valuable effects, including securities, shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation, and shall deposit all money 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 under the direction of the Chairman or the Chief Executive
Officer taking proper vouchers for such disbursements, and render to the
Chairman and the Chief Executive Officer at the annual and regular meetings of
the Board of Directors, or whenever the Chairman or the Chief Executive Officer
require it, an account of all transactions as Treasurer and of the financial
condition of the Corporation. The Treasurer shall make a full financial report
at the annual meeting of shareholders. The Treasurer shall also have such other
powers and perform such other duties
incident to the office of Treasurer required by statute or by these By-laws or
as the Board of Directors may from time to time determine.
SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept in one
or more books provided for such purpose, the minutes of all meetings of the
Board of Directors, shareholders and committees of the Board of Directors, see
that all notices are duly given in accordance with the provisions of these
By-laws and as required by law and see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed. The Secretary shall also have such other
powers and perform such other duties incident to the office of Secretary
required by law or by these By-laws or as the Board of Directors may from time
to time determine.
SECTION 9. DESIGNATED OFFICERS. The Board of Directors may from time to
time designate officers to serve as Chief Financial Officer, Chief Accounting
Officer and other such designated positions and to fulfill the responsibilities
of such designated positions in addition to the powers and duties applicable to
his or her office as set forth in this Article IV. Such designated officers
shall also have such other powers and duties incident to his or her designated
position as the Board of Directors may from time to time determine. SECTION 10.
COMPENSATION. The salaries and other compensation of all officers elected by the
Board of Directors shall be fixed from time to time by or under the direction of
the Board of Directors.
SECTION 10. COMPENSATION. The salaries and other compensation of all
officers elected by the Board of Directors shall be fixed from time to time by
or under the direction of the Board of Directors.
ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Corporation shall, to the fullest extent permitted by applicable law as
in effect at any time, indemnify any director (and may indemnify any officer)
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he or she, his or her testator or
intestate, was a director or officer of the corporation, or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in settlement
and reasonable expenses, including reasonable attorneys' fees incurred as a
result of such action or proceeding, or any appeal therein; provided that to the
extent prohibited by applicable law no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled. The right to indemnification pursuant to this
Article V is intended to be retroactive and shall, to the extent permitted by
applicable law, be available with respect to events occurring prior to the
adoption hereof and shall continue to exist after any future rescission or
restrictive modification hereof with respect to any alleged cause of action that
accrues, or any other incident or matter that occurs, prior to such rescission
or modification.
ARTICLE VI - SHARES
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SECTION 1. CERTIFICATES FOR SHARES. The certificates for shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors, and shall be numbered and entered in the books of the Corporation as
they are issued. Each certificate shall exhibit the registered holder's name,
the number and class of shares, and the designation of any series, if any, that
it evidences, and shall set forth such other statements as may be required by
statute. Each certificate shall be signed by the Chairman or the President and
by the Secretary or the Treasurer, any or all of whose signatures may be
facsimile if such certificate is countersigned by a transfer agent or registered
by a registrar. Each certificate may be sealed with the seal of the Corporation
or a facsimile thereof. In case any one or more of the officers who have signed
or whose facsimile signatures appear on any such certificate shall cease to be
such officer or officers of the Corporation, whether because of resignation,
removal or other displacement from office, before such certificate is issued and
delivered, it may nonetheless be issued and delivered with the same effect as if
such officer or officers had continued in office.
SECTION 2. LOST, MUTILATED, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or new certificates be issued in place of
any certificate theretofore issued by the Corporation alleged to have been lost,
mutilated, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost, mutilated, stolen or
destroyed.
SECTION 3. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Board of
Directors may appoint transfer agents or registrars, or both, and may require
all share certificates to bear the signature of either or both. The Board of
Directors may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
SECTION 4. TRANSFER OF SHARES. 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, the Corporation shall issue or cause the transfer agent to issue a new
certificate to the person entitled thereto, shall cancel the old certificate and
shall record such transfer upon the books of the corporation.
SECTION 5. CANCELLATION OF CERTIFICATES. Each certificate for shares to be
canceled shall be marked "CANCELED" across the face thereof by the Secretary,
with the date of cancellation, and the transaction shall be immediately recorded
in the certificate book opposite the memorandum of issue. The canceled
certificate should be inserted thereafter in the certificate book.
SECTION 6. CONTINGENT INTEREST IN SHARES. No entry shall be made in the
books of the Corporation or on any certificate for shares that any person is
entitled to any future, limited or contingent interest in any share.
SECTION 7. UNCERTIFICATED SHARES. The Board of Directors may in its
discretion authorize the issuance of shares which are not represented by
certificates and provide for the registration and transfer thereof on the books
and records of the Corporation or any transfer agent or registrar so designated.
SECTION 8. SHAREHOLDER RECORDS. The names and addresses of the persons to
whom shares are issued, and the number of shares and the dates of issue and any
transfer thereof, whether in certificated or uncertificated form, shall be
entered on records kept for that purpose. The stock transfer records and the
blank stock certificates shall be kept by the transfer agent, or by the
treasurer, or such other officer as shall be designated by the Board of
Directors for that purpose.
ARTICLE VII - GENERAL
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SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
and may from time to time be changed by resolution of the Board of Directors.
SECTION 2. SEAL. The seal of the Corporation, if any, shall be circular in
form and bear the name of the Corporation, the year of its organization and the
words "Corporate Seal New York." The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced directly on the
instrument or writing to be sealed.
SECTION 3. INSTRUMENTS AND DOCUMENTS. All corporate instruments and
documents shall be signed, countersigned, executed, verified or acknowledged by
such officers or other person or persons as the Board of Directors may from time
to time designate.
SECTION 4. AMENDMENTS. These By-laws may be amended or repealed or new
By-laws may be adopted by the shareholders at any annual or special meeting if
the notice thereof mentions that amendment or repeal or the adoption of new
By-laws is one of the purposes of such meeting; PROVIDED, HOWEVER, that the
provisions of the By-laws relating to the Board of Directors and meetings of
shareholders may be amended or modified only by (i) the affirmative vote of the
holders of at least 80% of voting power of all the then-outstanding shares of
voting stock of the corporation entitled to vote at an election of directors,
voting together as a single class, or (ii) the affirmative vote of a majority of
the total number of directors then in office. These By-laws may also be amended
or repealed or new By-laws may be adopted by the affirmative vote of a majority
of the Board of Directors given at any meeting, if the notice thereof mentions
that amendment or repeal or the adoption of new By-laws is one of the purposes
of such meeting. If any By-laws relating to the election of directors or
meetings of shareholders are amended, notice of such amendment shall be given to
shareholders to the extent required by law.