CERTIFICATE OF SECRETARY OF
BLUEBOOK ACQUISITIONS CORP., A NEVADA CORPORATION
(Bylaws)
I hereby certify that I am the duly elected and acting Secretary of said
corporation and that the Bylaws of BLUEBOOK ACQUISITIONS CORP., a Nevada
corporation, comprising 11 pages, constitutes and evidences the Bylaws duly
adopted by the Sole Shareholder of said corporation effective as of August 31,
2001.
/s/ Andrew Hromyk
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ANDREW HROMYK, as Secretary of
Bluebook Acquisitions Corp., a Nevada corporation
BYLAWS OF BLUEBOOK ACQUISITIONS CORP.
ARTICLE I
STOCKHOLDERS
Section 1.1 Annual Meeting. An annual meeting of the stockholders
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shall be held for the election of directors at such date, time and place, either
within or outside the State of Nevada, as may be designated by resolution of the
Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.
Section 1.2 Special Meetings. Special Meetings of stockholders for any
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purpose or purposes may be called at any time by (a) the Chairman of the Board,
if any; (b) the Vice Chairman of the Board, if any; (c) the President; (d) the
Board of Directors; (e) a Committee of the Board of Directors which has been
duly designated by the Board of Directors, and whose powers and authority, as
expressly provided in a resolution of the Board of Directors, include the power
to call meetings; or (f) stockholders holding at least twenty percent (20%) of
the voting power of the Corporation. Such special meetings shall be held at
such date, time and place either within or without the State of Nevada as may be
stated in the notice of the meeting.
Section 1.3 Notice of Meetings. Whenever stockholders are required or
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permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.
Section 1.4 Adjournments. Any meeting of stockholders, annual or
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special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 1.5 Quorum. At each meeting of stockholders, except where
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otherwise provided by law or the Certificate of Incorporation or these Bylaws,
the holders of a majority of the outstanding shares of stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum. For
purposes of the foregoing, two or more classes or series of stock shall be
considered a single class if the holders thereof are entitled to vote together
as a single class at the meeting. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
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manner provided in Section 1.4 of these Bylaws until a quorum shall attend.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
Section 1.6 Organization. Meetings of stockholders shall be presided
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over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation, by a chairman chosen at a meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 1.7 Voting; Proxies. Unless otherwise provided in the
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Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from this date, unless the proxy provides for a longer period.
Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as proxy pursuant to this Section, the
following shall constitute a valid means by which a stockholder may grant such
authority:
(a) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such writing by any
reasonable means including, but not limited to, by facsimile signature.
(b) A stockholder may authorize another person or persons to act for
him as proxy by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such telegram,
cablegram or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram, or other electronic transmission was authorized by the stockholder.
If it is determined that such telegrams, cablegrams or other electronic
transmission are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information upon which
they relied.
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Any copy, facsimile, telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this Section, may be submitted
or used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile, telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
A duly executed proxy shall be irrevocable of it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a letter date with the Secretary of
the Corporation. Voting at meetings of stockholders need not be by written
ballot and need not be conducted by inspectors unless the holders of a majority
of the outstanding shares of all classes of stock entitled to vote thereon
present in person or by proxy at such meeting shall so determine. All meetings
of stockholders for the elections and questions shall, unless otherwise provided
by law or by the Certificate of Incorporation or these Bylaws, be decided by the
vote of the holders of a majority of the outstanding shares of stock entitled to
vote thereon present in person or by proxy at the meeting, provided that (except
as otherwise required by law or by the Certificate of Incorporation) the Board
of Directors may require a larger vote upon any election or question.
Section 1.8 Fixing Date for Determination of Stockholders of Record.
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(a) Notice and Voting Rights. In order that the Corporation may
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determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholder entitled to notice of or to vote at a meeting of
stockholder shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders 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.
(b) Consents. In order that the Corporation may determine the
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stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by law, the Certificate of Incorporation or these Bylaws,
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shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office, principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified mail, return receipt requested. If no record
date has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the Certificate of Incorporation or these Bylaws,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.
(c) Other Lawful Action. In order that the Corporation may determine
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the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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 a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall
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prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 1.10 Consent of Stockholders in Lieu of Meeting. Unless
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otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents 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.
The consent or consents shall be delivered to the Corporation by delivery to its
registered office, principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
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corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by law to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered to the Corporation in the manner indicated above. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Functions and Compensation. The business and affairs of
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the Corporation shall be managed by or under the direction of the Board of
Directors of the Corporation. The Board of Directors shall have the authority
to fix the compensation of the members thereof.
Section 2.2 Number; Qualifications. The Board of Directors shall
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consist of at least one and not more than seven members. Directors need not be
stockholders.
Section 2.3 Election; Resignation; Removal; Vacancies. The Board of
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Directors shall initially consist of the persons elected as such by the
incorporator. At the first annual meeting of stockholders and at each annual
meeting thereafter, the stockholders shall elect Directors to replace those
Directors whose terms then expire. Any Director may resign at any time upon
written notice to the Corporation. Stockholders may remove Directors with or
without cause by vote of a majority of the shares then entitled to vote at an
election of directors. Any vacancy occurring in the Board of Directors for any
cause may be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum, or by a plurality of
the votes cast at a meeting of stockholders, and each director so elected shall
hold office until the expiration of the term of office of the Director whom he
has replaced.
Section 2.4 Regular Meetings. Regular meetings of the Board of
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Directors may be held at such places within or without the State of Nevada and
at such times as the Board of Directors may from time to time determine, and if
so determined notice thereof need not be given.
Section 2.5 Special Meetings. Special meetings of the Board of
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Directors may be held at any time or place within or without the State of Nevada
whenever called by the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President, the Secretary, or by a plurality of Directors
in office. Reasonable notice thereof shall be given by the person or persons
calling the meeting, not later than the second day before the date of the
special meeting.
Section 2.6 Telephonic Meetings Permitted. Members of the Board of
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Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 2.6 shall constitute presence in person at such meeting.
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Section 2.7 Quorum; Vote Required for Action. At all meetings of the
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Board of Directors a majority of the entire Board shall constitute a quorum for
the transaction of business. Except in cases in which the Certificate of
Incorporation or these Bylaws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 2.8 Organization. Meetings of the Board of Directors shall be
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presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
his absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.9 Action by Directors Without a Meeting. Unless otherwise
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restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
board or such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
ARTICLE III
COMMITTEES
Section 3.1 Committees. The Board of Directors may, by resolution
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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 the committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of dissolution, removing or
indemnifying directors or amending these Bylaws; and, unless the resolution
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.
Section 3.2 Committee Rules. Unless the Board of Directors otherwise
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provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.
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ARTICLE IV
OFFICERS
Section 4.1 Executive Officers; Election; Qualifications. As soon as
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practicable after the annual meeting of stockholders in each year the Board of
Directors shall elect a President, Chief Executive Officer, Chief Operations
Officer, Secretary, and Treasurer and it may, if it so determines, elect a
Chairman of the board and a Vice Chairman of the Board from among its members.
The Board of Directors may also elect one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers and may give any of them such further designations or
alternate titles as it considers desirable. Any number of offices may be held
by the same person.
Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as
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otherwise provided in the resolution of the Board of Directors electing any
officer, each such officer shall hold office until the first meeting of the
Board of Directors after the annual meeting of stockholders next succeeding this
election, and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.
Section 4.3 Powers and Duties of Executive Officers. The officers of
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the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Secretary shall have the duty to
record the proceedings of the meetings of the stockholders, the Board of
Directors and any committees in a book to be kept for that purpose. The Board
of Directors may require an officer, agent or employee to give security for the
faithful performance of his duties.
Section 4.4 Compensation. The Board of Directors shall fix the
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compensation of the chairman of the Board and of the President and shall fix, or
authorize the Chairman of the Board or the President to fix, the compensation of
any or all others. The Board of Directors may allow compensation to members of
any committee and may vote compensation to any director for attendance at
meetings or for any special services.
ARTICLE V
STOCK
Section 5.1 Certificates. Every holder of stock shall be entitled to
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have a certificate signed by or in the name of the Corporation by the Chairman
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or Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by 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. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.
Section 5.2 Transfer of Stock. Upon surrender to the Corporation or
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the transfer agent of the Corporation of a certificate for shares endorsed or
accompanied by a written assignment signed by the holder of record or by his
duly authorized attorney-in-fact, it shall be the duty of the Corporation, or
its duly appointed transfer agent, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
Section 5.3 Lost, Stolen or Destroyed Stock Certificates; Issuance of
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New Certificates. The Corporation may issue a new certificate of stock in the
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place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VI
INDEMNIFICATION
Section 6.1 Definitions. For purposes of this Article, the following
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definitions shall apply:
(i) "Corporation" includes any constituent corporation (including any
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constituent of a constituent) absorbed in a consolidation or merger as well as
the resulting or surviving corporation;
(ii) "other enterprises" shall include employee benefit plans; and
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(iii) "serving at the request of the Corporation" shall include any
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service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries.
Section 6.2 Indemnification of Directors, Officers and Employees. Each
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person who is or was a director or officer of the Corporation (including the
heirs, executors, administrators or estate of such person) or is or was serving
at the request of the Corporation as director or officer of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified by
the Corporation to the full extent permitted by the General Corporation Law of
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the State of Nevada against any liability, cost or expense incurred by him in
his capacity as a director or officer, or arising out of his status as director
or officer.
Section 6.3 Exception to the General Indemnification Clause. No
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indemnification shall be made in respect of any claim, issue or matter as to
which a director or officer shall have been adjudged to be liable to the
Corporation unless, and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 6.4 Determination that Indemnification is Proper. Any
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indemnification under this Article shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because the person seeking
indemnification has met the applicable standard of conduct required of him by or
pursuant to this Article. Such determination shall be made (a) by the Board of
Directors, by a majority vote of a quorum consisting of directors who neither
are nor were parties to the proceedings, or (b) if such quorum is not
obtainable, or even though obtainable, a majority of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders. In making a determination the directors may rely, as to all
questions of law, on the advice of independent legal counsel.
Section 6.5 Advances. Expenses (including attorneys' fees) incurred by
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an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 6.6 Non-Exclusive Remedy. The indemnification and advancement
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of expenses provided by, or granted pursuant to, the other subsections of this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholder, or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
Section 6.7 Insurance Coverage. The Corporation may, but shall not be
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obligated to maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation against such liability
costs or expenses.
ARTICLE VII
MISCELLANEOUS
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Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be
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determined by resolution of the Board of Directors.
Section 7.2 Seal. The Corporate seal shall have the name of the
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Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.
Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and
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Committees. Any written waiver of notice, signed by the person entitled to
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notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 7.4 Interested Directors; Quorum. No contract or transaction
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between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorized
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
Section 7.5 Form of Records. Any records maintained by the Corporation
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in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect same.
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Section 7.6 Amendment of Bylaws. These Bylaws may be altered or
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repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.
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