12
BY-LAWS
OF
MANCHESTER EQUIPMENT CO., INC.
As Amended March 12, 1999
ARTICLE I - OFFICES
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The principal office of the Corporation shall be in the County of
Suffolk, State of New York. The Corporation may also have offices at such other
places within or without the State of New York as the Board may from time to
time determine or the business of the Corporation may require.
ARTICLE II - SHAREHOLDERS
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1. PLACE OF MEETING. Meetings of shareholders may be held at the
Corporation's office in the State of New York or elsewhere within or without the
State of New York as the Board of Directors from time to time may determine.
2. ANNUAL MEETING. The annual meeting of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time as
shall be designated by the Board of Directors and stated in the notice of such
meeting.
3. PROPOSED BUSINESS AT ANNUAL MEETING. No business may be
transacted at any annual meeting of shareholders, 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), which shall include shareholder proposals contained in the
Corporation's proxy statement made in accordance with Rule 14a-8 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor thereto, or (b) otherwise properly brought before the annual meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof).
4. SPECIAL MEETINGS. Special Meetings of the Shareholders, for
any purpose or purposes, may be called at any time by resolution of the Board of
Directors or by the President, and shall be called by the President or by the
Secretary upon the written request of the holders of record of the issued and
outstanding shares entitled to cast at least thirty percent (30%) of the total
number of votes entitled to be cast by shareholders at such meeting, at such
times and at such place either within or without the State of New York as may be
stated in the call or in the waiver of notice thereof. Business transacted at
any special meeting shall be limited to the purposes stated in the notice.
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5. NOTICE OF MEETING. Notice of the time, place, and purpose of
every meeting of shareholders, and if a special meeting, at whose direction such
meeting is being called, shall be personally delivered to each shareholder of
record entitled to vote at such meeting or delivered by first class mail, not
less than ten (10) days nor more than sixty (60) days before the meeting, or by
third class mail, not less than twenty-four (24) days nor more than sixty (60)
days before the meeting, at the address of such shareholder as it appears on the
records of the Corporation, or at such other address as shall be furnished by
shareholder in writing to the Corporation for such purpose. Such further notice
shall be given as may be required by law or by these By-laws. Any meeting may be
held without notice if all shareholders entitled to vote are present in person
or by proxy or if notice is waived in writing, either before, at, or after the
meeting, by those not present. The attendance of any shareholder at a meeting,
in person or by proxy, without protesting prior to the conclusion of the meeting
lack of notice of such meeting, shall constitute a waiver of notice by such
shareholder.
6. ORGANIZATION OF MEETINGS. Meetings of the shareholders shall
be presided over by the Chairman of the Board, if there be one, or if there is
no Chairman or he is not present, by the President, or if he is not present, by
a chairman to be chosen at the meeting. The Secretary of the Corporation, or in
his absence, an Assistant Secretary, shall act as Secretary of the meeting, if
present.
7. QUORUM. Except as otherwise provided by law or in the
Certificate of Incorporation of the Corporation, at all meetings of shareholders
the holders of record of a majority of the issued and outstanding shares of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business. In the absence of a
quorum, a majority in interest of those present or represented may adjourn the
meeting by resolution to a date fixed therein, and no further notice thereof
shall be required, except as may be required by the provisions of Section 605(b)
of the Business Corporation Law. At any such adjourned meeting at which a quorum
may be present, any business may be transacted which might have been transacted
at the meeting as originally called, but only those shareholders who would have
been entitled to vote at the meeting as originally called shall be entitled to
vote at such adjourned meeting.
8. VOTING. At each meeting of shareholders, except as otherwise
provided by statute, every holder of record of stock entitled to vote shall be
entitled to cast the number of votes to which shares of such class or series are
entitled as set forth in the Certificate of Incorporation or any Certificate of
Amendment with respect to any preferred stock, in person or by proxy for each
share of such stock standing in his name on the records of the Corporation.
Elections of directors shall be determined by a plurality of the votes cast at
such meeting and, except as otherwise provided by statute, the Certificate of
Incorporation, or these By-laws, all other action shall be determined by a
majority of the votes cast at such meeting.
At all elections of directors, the voting shall be by ballot
or in such other manner as may be determined by the shareholders present in
person or by proxy entitled to vote at such election. With respect to any other
matter presented to the shareholders for their consideration at a meeting, any
shareholder entitled to vote may, on any question, demand a vote by ballot.
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A complete list of the shareholders as of the record date,
certified by the Secretary or Transfer Agent of the Corporation, shall be
produced at any meeting of shareholders upon the request of any shareholder made
at or prior to such meeting.
9. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if, prior
to such action, a written consent or consents thereto setting forth such action,
is signed by the holders of record of all of the stock of the Corporation,
issued and outstanding and entitled to vote.
10. PROXIES. Every shareholder entitled to vote at any meeting of shareholders
may vote by proxy. Every proxy must be executed in writing by the shareholder or
by his duly authorized attorney. No proxy shall be voted after the expiration of
eleven months from the date of its execution unless the shareholder executing it
shall have specified a longer duration. Every proxy shall be revocable at the
pleasure of the person executing it or of his personal representatives or
assigns except as otherwise provided by law.
ARTICLE III - BOARD OF DIRECTORS
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1. GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors.
2. NUMBER. The number of directors of the Corporation shall be
fixed in the manner provided in the Certificate of Incorporation.
3. QUALIFICATIONS; TERM OF OFFICE. Directors need not be
shareholders. Directors shall be elected to hold office until the next annual
election of directors and shall hold office until their successors have been
elected and shall have qualified.
4. NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may otherwise be provided in any
Certificate of Amendment of the Corporation with respect to the right of holders
of certain specified classes of preferred stock of the Corporation to nominate
and elect a specified number of directors in certain circumstances. Nominations
of persons for election to the Board of Directors may be made at any annual
meeting of shareholders, or at any special meeting of shareholders called for
that purpose, (a) by or at the direction of the Board (or any duly authorized
committee thereof) or (b) by any shareholder of the Corporation who is a
shareholder of record on the record date for determination of shareholders
entitled to vote at such meeting.
5. CHAIRMAN OF THE BOARD. The Board of Directors may elect a
Chairman of the Board from among its members to serve at its pleasure, who shall
preside at all meetings of the Board of Directors and shareholders shall have
such other duties as from time to time may be assigned to him by the Board of
Directors.
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6. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of directors and any other vacancy on the Board
may be filled by vote of the shareholders or by the Board provided that a quorum
is then in office and present, or by a majority of the Directors then in office,
if less than a quorum is then in office, or by a sole remaining director. A
director elected to fill a newly created directorship or other vacancy, unless
elected by the shareholders, shall hold office until the next meeting of
shareholders at which the election of directors is in the regular course of
business, and until his successor has been elected and qualified. Where a
vacancy is created as a result of the resignation of a director from the Board
of Directors, which resignation is not effective until a future date, such
director shall not have the power to vote to fill such vacancy.
7. PLACE OF MEETING. The Board of Directors shall hold its
meetings at such places within or without the State of New York as it may
decide.
8. REGULAR MEETINGS; NOTICE. Regular meetings of the Board of
Directors shall be held at such time and place as may be fixed from time to time
by the Board of Directors. Notice need not be given of regular meetings of the
Board.
9. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time upon the call of two directors, the Chairman of the
Board, if one be elected, or the President, by oral, facsimile, telegraphic or
written notice, duly served on or sent or mailed to each director not less than
two (2) days before such meeting. A meeting of the Board may be held, without
notice, immediately after the annual meeting of shareholders at the same place
at which such meeting was held. Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before, at, or after the
meeting or who attends the meeting, without protesting prior thereto or at its
commencement, the lack of notice.
10. QUORUM; ADJOURNMENTS. Except as otherwise provided by law or
in the Certificate of Incorporation of the Corporation, a majority of the
members of the Board of Directors then holding office shall be present at any
meeting of directors to constitute a quorum for the transaction of any business
or any specified item of business and the vote of a majority of the members of
the Board of Directors present at a meeting, at which a quorum is present shall
be necessary for the transaction of any business or specified item of business
at any meeting of directors. In the absence of a quorum of the Board of
Directors, a majority of the members present may adjourn the meeting from time
to time until a quorum be had. Notice of the time and place of such adjourned
meeting shall be given to all the directors.
11. REMOVAL. The directors of the Corporation may be removed for
cause by action of the Board of Directors or by vote of the shareholders at the
Annual Meeting of Shareholders or at any special meeting of Shareholders called
by the Board of Directors or by the Chairman of the Board or by the President
for this purpose. No director may be removed without cause.
12. COMPENSATION. The Board of Directors may determine, from time
to time, the amount of compensation which shall be paid to its members. The
Board of Directors shall also have the power, in its discretion, to allow a
fixed sum and expenses for attendance at each regular or special meeting of the
Board, or any committee of the Board; the Board of Directors shall also have
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power, in its discretion, to provide for any pay to directors rendering services
to the Corporation, not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as determined by the
Board from time to time. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.
13. ACTION BY CONSENT. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or committee consent in writing
to the due adoption of a resolution authorizing the action. The resolutions and
the written consents thereto by the members of the Board of Directors or
committee thereof shall be filed with the minutes of the proceedings of the
Board of Directors or such committee.
14. ACTION BY TELEPHONE COMMUNICATION. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or similar
communications equipment, allowing all persons participating in the meeting to
hear each other at the same time, and participation by such means shall
constitute presence in person at such meeting.
ARTICLE IV - INTERESTED TRANSACTIONS
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1. CONTRACTS OR TRANSACTIONS. (a) No contract or other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any other corporation, firm, association or other entity in
which one or more of its directors are directors or officers, or have a
substantial financial interest, shall be either void or voidable for this reason
alone or by reason that such director or directors are present at the meeting of
the Board, or of a committee thereof, which approves such contract or
transaction, or that the votes of such director or directors are counted for
such purposes:
(i) If the material facts as to such director's
interest in such contract or transaction and as to
any common directorship, officership or financial
interest are disclosed in good faith or known to the
Board or committee, and the Board or committee
approves such contract or transaction by a vote
sufficient for such purpose without counting the vote
or votes of such interested director or directors or,
if the votes of the disinterested directors are
insufficient to constitute an act of the Board, by
unanimous vote of disinterested directors; or
(ii) If the material facts as to such director's
interest in such contract or transaction and as to
any common directorship, officership or financial
interest are disclosed in good faith or known to the
shareholders entitled to vote thereto, and such
contract or transaction is approved by vote of the
shareholders.
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(b) If such good faith disclosure of the material facts as
to the director's interest in the contract or transaction and as to any common
directorship, officership or financial interest is made to the directors or
shareholders, or known to the Board or committee or shareholders entitled to
vote thereon, the contract or transaction may not be avoided by the Corporation
for the reason set forth in Section 1(a) of this Article IV. If there was no
such disclosure or knowledge, or if the vote of such interested director or
directors was necessary for approval of a contract or transaction at a meeting
of the Board or committee at which it was approved, the Corporation may avoid
the contract or transaction unless the parties thereto shall establish
affirmatively that the contract or transaction was fair and reasonable as to the
Corporation at the time it was approved by the Board or committee or the
shareholders.
ARTICLE V - COMMITTEES
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1. HOW CONSTITUTED AND THE POWERS THEREOF. The Board of
Directors, by the vote of the entire Board, may designate three or more
directors to constitute one or more executive or other committees, who shall
serve during the pleasure of the Board of Directors. The Board of Directors 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.
Except as otherwise provided by law, by the Certificate of Incorporation of the
Corporation, by these By-laws, or by resolution adopted by a majority of the
same Board of Directors, and excepting the powers enumerated in Section 712 (1)
- - (5) of the Business Corporation Law, the committees shall possess and may
exercise such powers as shall be conferred or authorized by the resolution
appointing them.
2. QUORUM AND MANNER OF ACTING. A majority of the members of any
such committee shall constitute a quorum for the transaction of any business or
any specified item of business, and the vote of a majority of the members of the
committee present at a meeting at which a quorum is present shall be necessary
for the transaction of any business or any specified item of business at any
meeting of such committee.
3. MEETINGS. A majority of any such committee shall fix the time
and place of its meetings, unless the Board of Directors shall otherwise
provide. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when requested. Notice of each committee
meeting shall be sent to each committee member by mail at least two (2) days
before the meeting is to be held, or, if given by the Chairman, may be given
personally or by telegraph or telephone at least one (1) day before the day on
which the meeting is to be held. Notice of a meeting need not be given to any
committee member who submits a signed waiver of notice whether before, at, or
after the meeting or who attends the meeting, without protesting prior thereto
or at its commencement, the lack of notice.
4. REMOVAL. The Board shall have the power, at any time, to
change the membership of any committee, to fill vacancies in it, or to
dissolve it.
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ARTICLE VI - OFFICERS
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1. OFFICERS; NUMBERS. The officers of the Corporation shall be
the President, one or more Vice Presidents (if the Board of Directors so
determines), a Treasurer (if the Board of Directors so determines) and a
Secretary. The Board of Directors may from time to time appoint one or more
Assistant Secretaries and Assistant Treasurers, and such other officers and
agents as it shall deem necessary, and may define their powers and duties. The
same person may hold any two or more offices except those of President and
Secretary.
2. SALARIES. The Board of Directors shall from time to time fix
the salary of the President, as well as the salaries of other officers of the
Corporation.
3. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. All officers of
the Corporation shall be elected or appointed annually (unless otherwise
specified at the time of election) by the Board of Directors and each officer
shall hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor shall have been duly
chosen and shall have qualified, or until he shall resign or shall have been
removed in the manner hereinafter provided.
4. VACANCIES. If any vacancy shall occur in any office of the
Corporation, such vacancy shall be filled by the Board of Directors, and such
successor officer shall hold office for the unexpired term in respect of which
such vacancy occurred.
5. REMOVAL. Any officer of the Corporation may be removed,
with or without cause, by the Board of Directors.
6. PRESIDENT. The President shall be the chief executive of the
Corporation and, subject to the control of the Board of Directors, shall have
general direction of its business, affairs and property and over its several
officers. He shall be entitled to preside at all meetings of the shareholders
and directors in the absence of the Chairman of the Board or if there is no
Chairman of the Board. He shall appoint and discharge employees and agents of
the Corporation (other than officers elected by the Board of Directors) and fix
their compensation; and shall see that all orders and resolutions of the Board
of Directors are carried into effect. The President shall have the power to
execute, in the name and on behalf of the Corporation, all authorized deeds,
bonds, mortgages and other contracts, agreements and instruments, except in
cases in which the signing and execution thereof shall have been expressly
delegated to some other officer or agent of the Corporation; and in general, he
shall perform all duties incident to the office of a president of a corporation,
and such other duties as from time to time may be assigned to him by the Board
of Directors.
7. VICE PRESIDENTS. The Vice President or Vice Presidents of the
Corporation, under the direction of the President, shall have such powers and
perform such duties as the Board of Directors or President may from time to time
prescribe, and shall perform such other duties as may be prescribed in these
By-laws. In each case of the absence or inability of the President to act, the
Vice Presidents, in the order of seniority, shall have the powers and discharge
the duties of the President.
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8. TREASURER. The Treasurer, under the direction of the
President, shall have charge of the funds, securities, receipts and
disbursements of the Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such banks or trust
companies or with such other depositories as the Board of Directors may from
time to time designate. He shall supervise and have charge of keeping correct
books of account of all the Corporation's business and transactions. If required
by the Board of Directors, he shall give a bond in such sum as the Board of
Directors may designate, conditioned upon the faithful performance of the duties
of his office and the restoration to the Corporation, at the expiration of his
term of office, or upon his death, resignation or removal from office, of all
books, papers, vouchers, money or other property of whatever kind in his
possession belonging to the Corporation. He shall render to the President, the
Board of Directors and any committee or committees, if any, at its regular
meetings, or when the Board of Directors so requires, an account of all of the
Treasurer's transactions and of the financial condition of the Corporation. The
Treasurer shall also have such other powers and perform such other duties as
pertain to his office, or as the Board of Directors or the President may from
time to time prescribe.
9. ASSISTANT TREASURER. In the absence or disability of the
Treasurer, the Assistant Treasurers, in the order designated by the Board of
Directors, shall perform the duties of the Treasurer, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the Treasurer.
They shall also perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
10. SECRETARY. The Secretary shall attend all meetings of the
shareholders of the Corporation and of its Board of Directors, shall keep the
minutes of all such meetings in a book or books kept by him for that purpose,
and shall give, or cause to be given, notice of all meetings of the shareholders
and of the Board of Directors. He shall keep in safe custody the seal of the
Corporation, and, when authorized by the Board of Directors, he shall affix such
seal to any instrument requiring it. When the seal is so affixed, it shall be
attested by the signature of the Secretary or Assistant Secretary or the
Treasurer or an Assistant Treasurer who may affix the seal to any such
instrument in the event of the absence or disability of the Secretary. In the
absence of a Transfer Agent or a Registrar, the Secretary shall have charge of
the stock certificate books, and the Secretary shall have charge of such other
books and papers as the Board of Directors may direct. He shall also have such
other powers and perform such other duties as pertain to his office, or as the
Board of Directors or the President may from time to time prescribe.
11. ASSISTANT SECRETARIES. In the absence or disability of the Secretary,
the Assistant Secretaries, in the order designated by the Board of Directors,
shall perform the duties of the Secretary, and, when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the Secretary. They
shall also perform such other duties as from time to time may be assigned to
them by the Board of Directors or the President.
12. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or
disability of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officers, or to
any other director.
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ARTICLE VII - DRAFTS, CHECKS, ETC.
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All checks, drafts or other orders for the payment of money out of
the funds of the Corporation and all notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents, or person or persons to whom the Board of Directors
shall have delegated the power, but under such conditions and restrictions as in
said resolutions may be imposed. The signature of any officer upon any of the
foregoing instruments may be a facsimile whenever authorized by the Board of
Directors.
ARTICLE VIII - SHARES AND THEIR TRANSFER
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1. ISSUES OF CERTIFICATES OF STOCK. The Board of Directors shall
provide for the issue and transfer of the certificates of stock of the
Corporation and prescribe the form of such certificates. Every owner of shares
of the Corporation shall be entitled to a certificate of stock, which shall be
under the seal of the Corporation (which seal may be a facsimile, engraved or
printed), specifying the number of shares owned by him, and which certificate
shall be signed by the President or a Vice President, or by the Chairman of the
Board of Directors, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Corporation. Where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or registered by a registrar other than the Corporation or its
employee, or where the shares are listed on a registered national security
exchange, the signature of any officer or officers upon the certificates may be
facsimiles. In case any officer or officers who shall have signed, or whose
facsimile signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of the Corporation.
2. TRANSFER AGENTS AND REGISTRARS. The Board of Directors shall
have power to appoint a Transfer Agent and/or Registrar of its stock; to
prescribe their respective duties; and to require the countersignature of such
Transfer Agent and/or Registrar upon stock certificates. The duties of the
Transfer Agent and Registrar may be combined.
3. TRANSFER OF SHARES. Subject to any restrictions on transfer of
shares of stock of the Corporation of any class, series or designation contained
in the Certificate of Incorporation, the shares of stock of the Corporation
shall be transferred only upon the books of the Corporation by the holder
thereof in person or by such person's attorney, upon surrender for cancellation
of certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.
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4. ADDRESSES OF SHAREHOLDERS. Every shareholder shall furnish the
Transfer Agent, or in the absence of a Transfer Agent, the Registrar, or in the
absence of a Transfer Agent and a Registrar, the Secretary, with an address at
or to which notices of meetings and all other notices may be served him or
mailed to him, and in default thereof, notices may be addressed to him at the
office of the Corporation.
5. RECORD DATE. The Board of Directors may set a date not
exceeding sixty (60) days and not less than ten (10) days prior to the date of
any meetings of shareholders nor more than sixty (60) days prior to any other
action as the time as of which shareholders entitled to notice of and to vote at
such meeting or whose consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined, and all persons who were then
holders of record of such shares and no others shall be entitled to notice of or
to vote at such meeting or to express their consent or dissent, as the case may
be.
The Board of Directors shall also have power to fix a date
not exceeding sixty (60) days preceding the date fixed for the payment of any
dividend or the making of any distribution or for the allotment of any evidence
of right or interest, or the date when any change, conversion or exchange of
capital stock shall go into effect, or for any other purpose, as a record time
for the determination of the shareholders entitled to receive any such dividend,
distribution, right or interest, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to participate in any
such other action, and in such case only shareholders of record at the time so
fixed shall be entitled to receive such dividend, distribution, right or
interest, or to exercise such rights, or to participate in such other action.
6. LOST AND DESTROYED CERTIFICATES. The Board of Directors may
direct a new certificate or certificates of stock to be issued in the place of
any certificate or certificates theretofore issued and alleged to have been lost
or destroyed; but the Board of Directors when authorizing such issue of a new
certificate or certificates, may in its discretion require the owner of the
shares represented by the certificate so lost or destroyed or his legal
representative to furnish proof by affidavit or otherwise to the satisfaction of
the Board of Directors of the ownership of the shares represented by such
certificate alleged to have been lost or destroyed and the facts which tend to
prove its loss or destruction. The Board of Directors may also require such
person to execute and deliver to the Corporation a bond, with or without
sureties, in such sum as the Board of Directors may direct, indemnifying the
Corporation, its Transfer Agents and Registrars, if any, against any claim that
may be made against them, or any of them, by reason of the issue of such
certificate. The Board of Directors, however, may in its discretion refuse to
issue any such new certificate, except pursuant to court order.
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ARTICLE IX - SEAL
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The corporate seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of its creation and the
words "Corporate Seal New York", or words of similar import. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced, and said seal may be altered from time to time at the
discretion of the Board of Directors.
ARTICLE X - MISCELLANEOUS
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1. EXAMINATION OF BOOKS AND RECORDS. There shall be kept at such
office of the Corporation as the Board of Directors shall determine, within or
without the State of New York, correct books and records of account of all its
business and transactions, minutes of the proceedings of its shareholders, Board
of Directors and committees, and the stock book, containing the names and
addresses of the shareholders, the number of shares held by them and the class
or series thereof, respectively, and the dates when they respectively became the
owners of record thereof, and in which the transfer of stock shall be
registered, and such other books and records as the Board of Directors may from
time to time determine. The Board of Directors may determine from time to time
whether, and to what extent, and at what times and places and under what
conditions and regulations, the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the shareholders, and no shareholder
shall have any right to inspect any account or book or document of the
Corporation, except as provided by the statutes of the State of New York or
authorized by the Board of Directors.
2. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares in any other
corporations, which may from time to time be held by the Corporation, may be
represented and voted on at any of the shareholders' meetings thereof by the
President or one of the Vice Presidents of the Corporation, or by proxy or
proxies appointed by the President or one of the Vice Presidents of the
Corporation. The Board of Directors, however, may, by resolution, appoint any
other person or persons to vote such shares, in which case such other person or
persons shall be entitled to vote such shares upon the production of a certified
copy of such resolution.
3. FISCAL YEAR. The fiscal year of the Corporation shall end on
July 31st in each year unless otherwise fixed by resolution of the Board of
Directors.
ARTICLE XI - AMENDMENTS
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1. BY SHAREHOLDERS. The vote of the holders of at least a majority
of the shares that are issued and outstanding and entitled to vote, shall be
necessary at any meeting of shareholders to amend or repeal the By-laws or to
adopt new By-laws.
2. BY DIRECTORS. The Board of Directors shall have the power to
alter, amend or repeal any of these By-laws by the vote of at least a majority
of the entire Board at any meeting of the Board of Directors, provided that any
By-law adopted by the Board may be amended or repealed by the shareholders.
3. NOTICE. Any proposal to amend or repeal these By-laws or to
adopt new By-laws shall be stated in the notice of the meeting of the Board of
Directors or shareholders, or in the waiver of notice thereof, as the case may
be, unless all of the directors or the holders of all of the shares of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.
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