EXHIBIT 3.1
BY-LAWS
- OF -
INTERVEST BANCSHARES CORPORATION
ARTICLE I
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MEETINGS OF SHAREHOLDERS
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SECTION 1. ANNUAL MEETING. An annual meeting of the Shareholders shall be held
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for the election of directors at such date, time and place, either within or
without the State of Delaware, 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 2. SPECIAL MEETINGS. Special Meetings of the Shareholders of the
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Corporation may be held at any time in the interval between Annual Meetings.
Special Meetings may be called by the chairman, the president, or the Board of
Directors, or by a Committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority include the
power to call such meetings. The request for a Special Meeting shall state the
purpose or purposes of the Meeting and matters proposed to be acted upon
thereat.
SECTION 3. PLACE OF MEETINGS. Annual and Special Meetings of the Shareholders
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of the Corporation shall be held at the principal office of the Corporation or
at such other place within or without the State of Delaware as the Board of
Directors may from time to time determine.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice of the date, time and
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place of all meetings of the Shareholders shall be given personally, or by first
class mail, not less than ten (10) days nor more than sixty (60) days before the
day fixed for the meeting, to each Shareholder entitled to vote at said meeting,
and, unless the meeting is an annual meeting, such notice must also state the
purpose or purposes for which the meeting is called and must indicate that it is
being issued by or at the direction of the person or persons calling the
meeting. Such notice must also be given to any Shareholder who, by reason of
any action proposed at such meeting, would be entitled to have his stock
appraised, if such action were taken, and such notice must specify the proposed
action and state the fact that if the action is taken, the dissenting
Shareholder shall have appraisal rights. Such notice shall be given to the
Shareholder by leaving the same with him at his residence or usual place of
business or by mailing it, postage prepaid and addressed to him at his address
as it appears on the books of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, in which event it shall be mailed to the
address designated in such request. The notices, as provided for in this
Section, are not required to be given to any Shareholder who submits a signed
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 him. No notice of an adjourned
meeting of Shareholders need be given, unless the Board of Directors fixes a new
record date for the adjourned meeting.
SECTION 5. RECORD DATES. For the purposes of determining the Shareholders
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entitled to notice of or to vote at a Shareholders' meeting or any adjournment
thereof, the Board of Directors may fix a date of record which shall not be more
than sixty (60) days nor less than ten (10) days before said meeting date. For
the purpose of determining Shareholders entitled to express consent to or
dissent from any proposal without a meeting, or for determining Shareholders
entitled to receive
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payment of a dividend or the allotment of any rights, or for any other action,
the Board of Directors may fix a date of record which shall not be more than
sixty (60) days prior to such action.
SECTION 6. QUORUM. At all meetings of Shareholders, except as otherwise
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provided by law, a quorum shall exist if there is present in person or
represented by proxy, Shareholders owning a majority in number of the shares of
the Corporation issued and outstanding and entitled to vote thereat, in order to
constitute a quorum; but if there be no quorum, the holders of such shares so
present or represented may by majority vote adjourn the meeting from time to
time, but not for a period of over thirty (30) days at any one time, without
notice other than by announcement at the meeting, until a quorum shall attend.
At any such adjournment of the meeting, which a quorum shall attend, any
business may be transacted which might have been transacted at the meeting as
originally called. When a quorum is once present, it is not broken by the
subsequent withdrawal of any Shareholder.
SECTION 7. VOTING. At all meetings of the Shareholders, each Shareholder
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entitled to vote thereat may vote in person or by proxy, and shall have one vote
for each share standing in his name on the books of the Corporation as of the
Record Date fixed for the meeting, unless otherwise provided in the Certificate
of Incorporation or any amendments thereto. Upon demand of the Shareholders
holding a majority in interest of the shares, present in person or by proxy and
entitled to vote, voting shall be by ballot. A plurality of votes cast shall be
sufficient to elect Directors, and a majority of votes cast shall be sufficient
to take any other corporate action, except as otherwise provided by law or these
By-Laws.
SECTION 8. PROXIES. Every proxy shall be in writing, subscribed by the
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Shareholder or his duly authorized attorney and dated. No proxy which is dated
more than three (3) years before the meeting at which it is offered shall be
accepted, unless such proxy shall, on its face, name a longer period for which
it is to remain in force.
SECTION 9. CONDUCT OF MEETINGS. Meetings of the Shareholders shall be presided
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over by the Chairman of the Board of Directors, if any, or, in his absence, by
the President of the Corporation or, in his absence, by a Vice President, if
any, or, in the absence of all such officers, by a Chairman to be chosen at the
Meeting. The officer presiding shall appoint a secretary.
SECTION 10. ACTION WITHOUT A MEETING. Whenever Shareholders are required or
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permitted to take any action by vote, such action may be taken without a
meeting, without prior notice and without a vote, on written consent, setting
forth the action so taken, signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of action without a meeting
by less than unanimous written consent shall be given to those shareholders who
have not consented in writing.
SECTION 11. NOTICE OF BUSINESS. No business may be transacted at an annual
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meeting of stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (c) otherwise
properly
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brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 11 of this Article I and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 11.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 90 days nor more than 120 days in advance of the date of the
Corporation's proxy statement and notice released to stockholders in connection
with the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is
not within 30 days before or the date contemplated by that notice, notice by the
stockholder in order to be timely must be so received not later than the close
of the business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business proposed to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 11 of this Article I; provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 of this Article I shall be deemed to
preclude discussion by any stockholder of any such business. If the Chairman of
an annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted or discussed.
ARTICLE II
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BOARD OF DIRECTORS
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SECTION 1. ELECTION AND POWERS. The Board of Directors shall have the management
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and control of the affairs and business of the Corporation. The Directors shall
be elected by the Shareholders at each annual meeting of Shareholders and each
Director shall serve until his successor is elected or appointed and qualified,
unless his directorship be theretofore vacated by resignation, death, removal or
otherwise.
SECTION 2. NUMBER. The number of Directors constituting the entire Board of
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Directors shall be such number, not less than three (3), as shall be designated
by resolution of the Board of Directors adopted prior to the election of
Directors at the Annual Meeting of Shareholders. In the absence of such
resolution the number of Directors to be elected at such Annual Meeting shall be
the number last fixed by the Board of Directors. Any Board action designating a
change in the number of directors shall require a vote of a majority of the
entire Board. The "entire Board", as used in this Article, shall mean the total
number of Directors which the Corporation would have if there were no vacancies.
Notwithstanding the provisions of this Section, where all of the shares are
owned beneficially and of record by less than three Shareholders, the number of
Directors may be less than three, but not less than the number of Shareholders.
SECTION 3. VACANCIES. Vacancies in the Board of Directors (including any
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resulting from an increase in the number of Directors) created for any reason
may be filled by vote of the Board of Directors. If, however, the number of
Directors then in office is less than a quorum, vacancies may be filled by a
vote of a majority of the Directors then in office. A Director elected by the
Board of Directors to fill a vacancy under this Section shall hold office until
the next meeting of shareholders at which the election of directors is in the
regular order of business, and until his successor has been duly elected or
appointed and qualified.
SECTION 4. NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
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with the following procedures shall be eligible for election as directors of the
Corporation, except as may be otherwise provided in the Certificate of
Incorporation. Nominations of persons for election to the Board of Directors at
any annual meeting of stockholders or at any special meeting of stockholders
called for the purpose of electing directors may be made (a) by or at the
direction of the Board of Directors or Nominating Committee thereof or (b) by
any stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 4 of this Article
II and on the record date for the determination of stockholders entitled to vote
at such meeting and (ii) who complies with the notice procedures set forth in
this Section 4 of this Article II.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than 90 days nor more than 120 days
in advance of the date of the Corporation's proxy statement and notice released
to stockholders in connection with the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or the date contemplated by
that notice, notice by
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the stockholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth day following the day on which
public disclosure of the date of the special meeting was made.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
Subject to Section 3 of this Article II, no person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 4 of this Article II. If the Chairman
of the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
SECTION 5. REMOVAL. At any meeting of the Shareholders duly called, any
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Director may, by vote of the holders of a majority of the shares of the class
who elected that Director, be removed from office, with or without cause. Any
Director may also be removed, with or without cause, by action of the Board of
Directors.
SECTION 6. MEETINGS. Regular Meetings of the Board of Directors shall be held
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at such times as the Directors may from time to time determine. Special
Meetings of the Board of Directors shall be held at any time, upon call from the
Chairman of the Board, the President, any Vice President, the Secretary, or by
any member of the Board of Directors.
SECTION 7. PLACE OF MEETINGS. Regular and Special Meetings of the Board of
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Directors shall be held at the principal office of the Corporation or at such
other place, within or without the State of Delaware, as the Board of Directors
may from time to time determine.
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SECTION 8. NOTICE OF MEETING. Notice of the place, day and hour of every
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regular and special meeting shall be given to each Director by delivering the
same to him personally or sending the same to him by telegraph or leaving the
same at his residence or usual place of business, at least one (1) day before
the meeting, or shall be mailed to each Director, postage prepaid and addressed
to him at the last known Post Office address according to the records of the
Corporation, at least three (3) days before the meeting. No notice of any
adjourned meeting of the Board of Directors need to be given other than by
announcement at the meeting, subject to the provisions of Section 10 of this
Article.
SECTION 9. WAIVER OF NOTICE. Notice of a meeting need not be given to any
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Director who submits a signed written waiver thereof, whether before, during or
after the meeting, nor to any Director who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
SECTION 10. QUORUM. A majority of the entire Board shall be necessary to
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constitute a quorum for the transaction of business at each meeting of the Board
of Directors; but if at any meeting there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
notice other than by announcement at the meeting, until a quorum shall attend.
At any such adjournment, at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be
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taken by the Board of Directors or any committee thereof at a duly held meeting
may be taken without a meeting if all members of the Board of Directors or the
committee consent in writing to the adoption of a resolution authorizing the
action. Such resolution and the written consents thereto by the members of the
Board of Directors or committee shall be filed with the minutes of the
proceedings of the Board of Directors or the committee.
SECTION 12. PERSONAL ATTENDANCE BY CONFERENCE COMMUNICATION EQUIPMENT. Any one
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or more members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a 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 the meeting.
SECTION 13. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board of Directors
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may, in its discretion, by an affirmative vote of a majority of the entire
Board, appoint an Executive Committee, or any other committee, to consist of
three (3) or more Directors as the Board of Directors may from time to time
determine. The Executive Committee shall have, and may exercise between
meetings of the Board of Directors, all the powers of the Board of Directors in
the management of the business and affairs of the Corporation (including the
power to declare dividends and to authorize the issuance of stock), and other
committees shall have those powers conferred upon them by the Board of
Directors, except that no committee shall have power to take any action not
allowed to such committee by the applicable law of the Corporation's state of
incorporation, as the same may be amended from time to time. As of the date of
adoption of these By-laws, no committee shall have the power:
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(a) To amend the Certificate of Incorporation;
(b) To adopt an agreement of merger or consolidation;
(c) To recommend to Shareholders: (i) the sale, lease or exchange of
substantially all of the assets of the Corporation; or (ii) the
dissolution of the Corporation; or
(d) To repeal, amend or adopt by-laws.
In the absence of any member of the Executive Committee or of any other
committee, the members thereof present at any meeting may appoint a member of
the Board of Directors previously designated by the Board of Directors as a
committee alternate to act in place of such absent member. The Board of
Directors shall have the power at any time to change the membership of any
committee, to fill vacancies in it, or dissolve it. The Executive Committee and
any other committee may make rules for the conduct of its business, and may
appoint such committees and assistants as may from time to time be necessary,
unless the Board of Directors shall provide otherwise. A majority of the
members of the Executive Committee and of any other committee shall constitute a
quorum.
ARTICLE III
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OFFICERS
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SECTION 1. ELECTION OF OFFICERS. The Board of Directors (or the Executive
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Committee), at any duly held meeting thereof, shall elect a Chairman, a
President, a Secretary and a Treasurer of the Corporation, and may elect a Chief
Executive Officer and one or more Vice Presidents and any other officers. Each
such officer shall serve at the pleasure of the Board of Directors or until his
successor shall have been duly elected or appointed and qualifies, or until he
shall have resigned, shall have deceased or shall have been removed in the
manner provided in Section 3 of this Article. Any two offices may be held by
the same person, except that no person shall hold the office of President and
Secretary concurrently. Notwithstanding the foregoing, if all of the stock of
the Corporation shall ever be owned by one person, such person may hold all or
any combination of offices. Any vacancies in the above offices shall be filled
by the Board.
SECTION 2. ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors (or the
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Executive Committee) may elect one or more Assistant Treasurers, one or more
Assistant Secretaries and such other subordinate officers or agents as it may
deem proper from time to time, who shall hold office at the pleasure of the
Board of Directors (or the Executive Committee). The Board of Directors may
from time to time authorize the President to appoint and remove such assistant
and subordinate officers and agents and prescribe the powers and duties thereof.
SECTION 3. REMOVAL. Any officers of the Corporation may be removed with or
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without cause by a vote of the majority of the entire Board of Directors of the
Corporation then in office at a meeting called for that purpose (or, except in
the case of an officer elected by the Board of Directors, by the Executive
Committee) whenever in its judgment the best interests of the Corporation may be
served thereby.
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SECTION 4. COMPENSATION. The Board of Directors shall fix the compensation of
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all officers of the Corporation who are elected or appointed by the Board of
Directors. The Board of Directors or the Executive Committee shall fix the
compensation of all other officers of the Corporation, except that the Board of
Directors may authorize the President to fix the compensation of such assistant
and subordinate officers and agents as he is authorized to appoint and remove.
SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be one,
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shall preside at all meetings of the Board of Directors and shall perform such
other duties as the Board of Directors may direct. There may be more than one
person holding the office of Chairman, in which case they shall act as
Co-Chairmen and shall share the duties of such office.
SECTION 6. CHIEF EXECUTIVE OFFICER. The Board of Directors may appoint a Chief
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Executive Officer. The Chief Executive Officer, if one be so designated, shall
have such powers and duties as shall be prescribed by or assigned by the
Chairman of the Board of Directors, shall perform such duties as are usual
incidents of such office, and shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of the Chairman, the
Chief Executive Officer shall preside at any meeting of the Board and the Chief
Executive Officer shall report directly to the Chairman or the Board of
Directors.
SECTION 7. PRESIDENT. The President shall, subject to the direction of the
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Board of Directors (or the Executive Committee), have executive powers, and
shall have and may exercise any and all other powers and duties as from time to
time may be conferred or assigned by the Board and shall report directly to the
Chief Executive Officer, or, if there be none, to the Chairman. The President
shall, during the absence or incapacity of the Chief Executive Officer and the
Chairman, report directly to the board of directors.
SECTION 8. VICE PRESIDENTS. Any one or more of the Vice Presidents may be
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designated by the Board of Directors (or the Executive Committee) as an
Executive Vice President. At the request of the President, or in his absence or
during his disability, the Executive Vice President shall perform the duties and
exercise the functions of the President. If there be no Executive Vice
President, or if there be more than one (1), the Board of Directors (or the
Executive Committee) may determine which one or more of the Vice Presidents
shall perform any of such duties or exercise any of such functions; if such
determination is not made by the Board of Directors (or the Executive
Committee), the President may make such determination; otherwise, any of the
Vice Presidents may perform any of such duties or exercise any of such
functions. Each Vice President shall have such other powers and duties as may
be properly designated by the Board of Directors (or the Executive Committee)
and the President.
SECTION 9. SECRETARY. The Secretary shall keep full minutes of all meetings of
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the Shareholders and of the Board of Directors in books provided for that
purpose. He shall see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law. He shall be the custodian of
the records and of the Seal or Seals of the Corporation. He shall affix the
Corporate Seal to all documents, the execution of which on behalf of the
Corporation, under the Seal, is duly authorized by the Board of Directors (or
Executive Committee), and when so affixed may attest the same. He shall have
such other powers and duties as may be properly designated by the Board of
Directors (or the Executive Committee) and the President.
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SECTION 10. TREASURER. The Treasurer shall keep correct and complete books and
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records of account for the Corporation. Subject to the control and supervision
of the Board of Directors (or the Executive Committee) and the President, or
such other officer as the President may designate, the Treasurer shall establish
and execute programs for the provision of the capital required by the
Corporation, including negotiating the procurement of capital and maintaining
adequate sources for the Corporation's current borrowing from lending
institutions. He shall maintain banking arrangements to receive, have custody of
and disburse the Corporation's moneys and securities. He shall invest the
Corporation's funds as required, establish and coordinate policies for
investment in pension and other similar trusts, and provide insurance coverage
as required. He shall direct the granting of credit and the collection of
accounts due the Corporation, including the supervision of special arrangements
for financing sales, such as time payments and leasing plans. He shall have such
other powers and duties as may be properly designated by the Board of Directors
(or the Executive Committee) and the President.
ARTICLE IV
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SHARE CERTIFICATES
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SECTION 1. FORM AND SIGNATURES. The interest of each Shareholder of the
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Corporation shall be evidenced by certificates for shares in such form not
inconsistent with the law or the Certificate of Incorporation, and any
amendments thereof, as the Board of Directors may from time to time prescribe.
The share certificates shall be signed by the President or a Vice President and
by the Secretary or an Assistant Secretary, and may be sealed with the seal of
the Corporation. Where any share certificate is countersigned by a transfer
agent or registered by a registrar, other than the Corporation itself or its
employee, or if the shares are listed on a registered national security
exchange, the signatures of any such President, Vice President, Secretary, or
Assistant Secretary, may be facsimiles engraved or printed. In case any officer
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before the share certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if such person had not ceased to be such officer.
SECTION 2. TRANSFER OF SHARES. The shares of the Corporation shall be
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transferred on the books of the Corporation by the Registered holder thereof, in
person or by his attorney, upon surrender for cancellation of certificates for
the same number of shares, with a proper assignment and powers of transfer
endorsed thereon or attached thereto, duly signed by the person appearing by the
certificate to be the owner of the shares represented thereby, with such proof
of the authenticity of the signature as the Corporation, or its agents, may
reasonably require. Such certificate shall have affixed thereto all stock
transfer stamps required by law. The Board of Directors shall have power and
authority to make all such other rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the Corporation.
SECTION 3. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. The holder of
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any certificates representing shares of the Corporation shall immediately notify
the Corporation of any mutilation, loss, theft or destruction thereof, and the
Board of Directors may, in its discretion, cause one or more new certificates,
for the same number of shares in aggregate, to be issued to such holder upon the
surrender of the mutilated certificate, or, in case of an alleged loss, theft or
destruction of the
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certificate, upon satisfactory proof of such loss, theft or destruction and the
deposit of indemnity, by way of bond or otherwise, in such form and amount and
with such sureties as the Board of Directors may require, to indemnify the
Corporation and transfer agent and registrar, if any, against loss or liability
by reason of the issuance of such new certificates; but the Board of Directors
may, in its discretion, refuse to issue such new certificates save upon the
order of some court having jurisdiction in such matters.
SECTION 4. STOCK LEDGERS. The Stock Ledgers of the Corporation containing the
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names and addresses of the Shareholders and the number of shares held by them
respectively shall be maintained at the principal office of the Corporation, or
if there be a transfer agent, at the office of such transfer agent, as the Board
of Directors shall determine.
SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Corporation may have one or
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more transfer agents and one or more registrars of its stock or of any class or
classes of its shares whose respective duties the Board of Directors may from
time to time determine.
ARTICLE V
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INDEMNIFICATION
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The Corporation shall indemnify (a) any person made or threatened to be made a
party to any action or proceeding by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, and (b) any
director or officer of the Corporation who served any other company in any
capacity at the request of the Corporation, in the manner and to the maximum
extent permitted by the General Corporation Law of Delaware, as the same now
exists or may hereafter be amended in a manner more favorable to persons
entitled to indemnification; and the Corporation may, in the discretion of the
Board of Directors, indemnify all other corporate personnel to the extent
permitted by law. The right to indemnification conferred herein shall include
the right to be paid by the Corporation the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition.
ARTICLE VI
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FINANCES
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SECTION 1. DIVIDENDS. Subject to law and to the provisions of the Certificate
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of Incorporation, and any amendments thereof, the Board of Directors may declare
dividends on the stock of the Corporation, payable upon such dates as the Board
of Directors may designate.
SECTION 2. RESERVES. Before payment of any dividends, there may be set aside
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out of any funds of the Corporation available for dividends such sum or sums, as
the Board of Directors from time to time, in its absolute discretion, deems
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
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such other purpose as the Board of Directors shall deem conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
SECTION 3. BILLS, NOTES, ETC. All checks or demands for money and notes or
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other instruments evidencing indebtedness or obligations of the Corporation
shall be made in the name of the Corporation and 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.
ARTICLE VII
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AMENDMENTS
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The Board of Directors shall have the power to adopt, amend or repeal the
By-Laws of the Corporation by a majority vote of the entire Board at any
meeting, provided that the Shareholders may make additional By-Laws and may
alter and repeal any By-Laws whether adopted by them or otherwise.
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