BY-LAWS
OF
OUTSOURCING SOLUTIONS INC.
TABLE OF CONTENTS
PAGE
ARTICLE I. STOCKHOLDERS 1
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Notice of Meetings 1
Section 4. Quorum 1
Section 5. Organization of Meetings 1
Section 6. Voting 1
Section 7. Inspectors of Election 2
Section 8. Action by Consent 2
ARTICLE II. DIRECTORS 2
Section 1. Number, Quorum, Term, Vacancies, Removal 2
Section 2. Meetings, Notice 3
Section 3. Committees 3
Section 4. Action by Consent 3
Section 5. Compensation 3
ARTICLE III. OFFICERS 3
Section 1. Titles and Election 3
Section 2. Terms of Office 3
Section 3. Removal 3
Section 4. Resignations 3
Section 5. Vacancies 4
Section 6. Chairman of the Board 4
Section 7. President 4
Section 8. Vice Presidents 4
Section 9. Secretary 4
Section 10. Treasurer 4
Section 11. Duties of Officers may be Delegated 4
ARTICLE IV. INDEMNIFICATION 4
Section 1. Actions by Others 4
Section 2. Actions by or in the Right of the Corporation 5
Section 3. Successful Defense 5
Section 4. Specific Authorization 5
Section 5. Advance of Expenses 5
Section 6. Right of Indemnity of any Provisions of this Article 6
ARTICLE V. CAPITAL STOCK 6
Section 1. Certificates 6
Section 2. Transfer 6
Section 3. Record Dates 6
Section 4. Lost Certificates 7
i
ARTICLE VI. CHECKS, NOTES, ETC. 7
Section 1. Checks, Notes, Etc. 7
ARTICLE VII. MISCELLANEOUS PROVISIONS 7
Section 1. Offices 7
Section 2. Fiscal Year 7
Section 3. Corporate Seal 7
Section 4. Books 7
Section 5. Voting of Stock 7
ARTICLE VIII. AMENDMENTS 7
Section 1. Amendments 7
ii
BY-LAWS
OF
OUTSOURCING SOLUTIONS INC.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held either within or without the State of Delaware, at
such place as the Board of Directors may designate in the call or in a waiver of
notice thereof, on the first Monday in May of each year beginning with the year
1996 (or if such day be a legal holiday, then on the next succeeding day not a
holiday) at 10 a.m., for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
Section 2. Special Meetings. Special Meetings of the stockholders may be called
by 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 at least twenty-five per cent (25%) of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, at such times and at
such place either within or without the State of Delaware as may be stated in
the call or in a waiver of notice thereof.
Section 3. Notice of Meetings. Notice of the time, place and purpose of every
meeting of stockholders shall be delivered personally or mailed not less than
ten days nor more than sixty days previous thereto to each stockholder of record
entitled to vote, at his post office address appearing upon the records of the
Corporation or at such other address as shall be furnished in writing by him 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 stockholders entitled to vote are present in person or by proxy, or if
notice is waived in writing, either before or after the meeting, by those not
present.
Section 4. Quorum. The holders of record of at least a majority of the shares of
the stock of the Corporation, issued and outstanding and entitled to vote,
present in person or by proxy, shall, except as otherwise provided by law or by
these By-Laws, constitute a quorum at all meetings of the stockholders; if there
be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum shall have
been obtained.
Section 5. Organization of Meetings. Meetings of the stockholders shall be
presided over by the Chairman of the Board, if there be one, or if 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.
Section 6. Voting. At each meeting of stockholders, except as otherwise provided
by statute or the Certificate of Incorporation, every holder of record of stock
entitled to vote shall be entitled to one vote 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
thereat 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. Each proxy to vote shall be in
writing and signed by the stockholder or by his duly authorized attorney.
At all elections of directors, the voting shall be by ballot or in such other
manner as may be determined by the stockholders present in person or by proxy
entitled to vote at such election. With respect to any other matter presented to
the stockholders for their consideration at a meeting, any stockholder entitled
to vote may, on any question, demand a vote by ballot.
A complete list of the stockholders entitled to vote at each such meeting,
arranged in alphabetical order, with the address of each, and the number of
shares registered in the name of each stockholder, shall be prepared by the
Secretary and shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a 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 7. Inspectors of Election. The Board of Directors in advance of any
meeting of stockholders may appoint one or more Inspectors of Election to act at
the meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of the meeting may, and on the request of any
stockholder entitled to vote, shall appoint one or more Inspectors of Election.
Each Inspector of Election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the best of
his ability. If appointed, Inspectors of Election shall take charge of the polls
and, when the vote is completed, shall make a certificate of the result of the
vote taken and of such other facts as may be required by law.
Section 8. Action by Consent. Any action required or permitted to be taken at
any meeting of stockholders may be taken without a meeting, without prior notice
and without a vote, if, prior to such action, a written consent or consents
thereto, setting forth such action, is signed by the holders of record of shares
of the stock of the Corporation, issued and outstanding and entitled to vote
thereon, 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.
ARTICLE II
DIRECTORS
Section 1. Number, Quorum, Term Vacancies Removal. The Board of Directors of the
Corporation shall consist of at least six and not more than fifteen persons. The
number of directors may be changed by a resolution passed by a majority of the
whole Board or by a vote of the holders of record of at least a majority of the
shares of stock of the Corporation, issued and outstanding and entitled to vote.
A majority of the members of the Board of Directors then holding office (but not
less than one-third of the total number of directors nor less than two
directors) shall constitute a quorum for the transaction of business, but if at
any meeting of the Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum shall
have been obtained.
Directors shall hold office until the next annual election and until their
successors shall have been elected and shall have qualified, unless sooner
displaced.
Whenever any vacancy shall have occurred in the Board of Directors, by reason of
death, resignation, or otherwise, other than removal of a director with or
without cause by a vote of the stockholders, it shall be filled by a majority of
the remaining directors, though less than a quorum (except as otherwise provided
by law), or by the stockholders, and the person so chosen shall hold office
until the next annual election and until his successor is duly elected and has
qualified.
Any one or more of the directors of the Corporation may be removed either with
or without cause at any time by a vote of the holders of record of at least a
majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote, and thereupon the term of the director or directors who shall
have been so removed shall forthwith terminate and there shall be a vacancy or
vacancies in the Board of Directors, to be filled by a vote of the stockholders
as provided in these By-Laws.
Section 2. Meetings, Notice. Meetings of the Board of Directors shall be held at
such place either within or without the State of Delaware, as may from time to
time be fixed by resolution of the Board, or as may be specified in the call or
in a waiver of notice thereof. Regular meetings of the Board of Directors shall
be held at such times as may from time to time be fixed by resolution of the
Board, and special meetings 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, telegraphic or written notice, duly served on or sent or mailed to each
director not less than two days before such meeting. A meeting of the Board may
be held without notice immediately after the annual meeting of stockholders at
the same place at which such meeting was held. Notice need not be given of
regular meetings of the Board. Any meeting may be held without notice, if all
directors are present, or if notice is waived in writing, either before or after
the meeting, by those not present.
Any member of the Board of Directors, or any committee thereof, may participate
in a meeting 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 by such means shall constitute
presence in person at such meeting.
Section 3. Committees. The Board of Directors may, in its discretion, by
resolution passed by a majority of the whole Board, designate from among its
members one or more committees which shall consist of two or more directors. The
Board may designate one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
the committee. Such committees shall have and may exercise such powers as shall
be conferred or authorized by the resolution appointing them. A majority of any
such committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The Board shall
have power at any time to change the membership of any such committee, to fill
vacancies in it, or to dissolve it.
Section 4. Action by Consent. 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 prior to such action a written consent or consents thereto
is signed by all members of the Board, or of such committee as the case may be,
and such written consent or consents is filed with the minutes of proceedings of
the Board or committee.
Section 5. 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 power, in its discretion, to allow a fixed sum and
expenses for attendance at each regular or special meeting of the Board, or of
any committee of the Board; in addition the Board of Directors shall also have
power, in its discretion, to provide for and 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.
ARTICLE III
OFFICERS
Section 1. Titles and Election. The officers of the Corporation, who shall be
chosen by the Board of Directors at its first meeting after each annual meeting
of stockholders, shall be a President, a Treasurer and a Secretary. The Board of
Directors from time to time may elect a Chairman of the Board, one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and such other officers
and agents as it shall deem necessary, and may define their powers and duties.
Any number of offices may be held by the same person.
Section 2. Terms of Office. The officer shall hold office until their successors
are chosen and qualify.
Section 3. Removal. Any officer may be removed, either with or without cause, at
any time, by the affirmative vote of a majority of the Board of Directors.
Section 4. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors or to the Secretary. Such resignation shall
take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 5. Vacancies. If the office of any officer or agent becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, the directors may choose a successor, who shall hold office for
the unexpired term in respect of which such vacancy occurred.
Section 6. Chairman of the Board. The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the Board of Directors and of the
stock holders, and he shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.
Section 7. President. The President shall be the Chief Executive Officer of the
Corporation and, in the absence of the Chairman, shall preside at all meetings
of the Board of Directors, and of the stockholders. He shall exercise the powers
and perform the duties usual to the chief executive officer and, subject to the
control of the Board of Directors, shall have general management and control of
the affairs and business of the Corporation; 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 he shall see that all orders
and resolutions of the Board of Directors are carried into effect. He shall have
the power to execute bonds, mortgages and other contracts, agreements and
instruments of the Corporation, and shall do and perform such other duties as
from time to time may be assigned to him by the Board of Directors.
Section 8. Vice Presidents. If chosen, the Vice Presidents, in the order of
their seniority, shall, in the absence or disability of the President, exercise
all of the powers and duties of the President. Such Vice Presidents shall have
the power to execute bonds, notes, mortgages and other contracts, agreements and
instruments of the Corporation, and shall do and perform such other duties
incident to the office of Vice President and as the Board of Directors, or the
President shall direct.
Section 9. Secretary. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes of
proceedings in a book to be kept for that purpose. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors. The Secretary shall affix the corporate seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an 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. The Secretary shall have and be the custodian of
the stock records and all other books, records and papers of the Corporation
(other than financial) and shall see that all books, reports, statements,
certificates and other documents and records required by law are properly kept
and filed.
Section 10. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the directors whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.
Section 11. 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 officer, or to
any director.
ARTICLE IV
INDEMNIFICATION
Section 1. Actions by Others. The Corporation (1) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or an officer of the Corporation
and (2) except as otherwise required by Section 3 of this Article, may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, agent of or participant in another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 2. Actions by or in the Right of the Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the Delaware 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 Delaware Court of Chancery or such other court shall deem
proper.
Section 3. Successful Defense. To the extent that a person who is or was a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or Section 2 of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Section 4. Specific Authorization. Any indemnification under Section 1 or
Section 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections 1 and 2. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 5. Advance of Expenses. Expenses incurred by any person who may have a
right of indemnification under this Article in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation pursuant to this Article.
Section 6. Right of Indemnity not Exclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of or participant in another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
Section 145 of the General Corporation Law of the State of Delaware or
otherwise.
Section 8. Invalidity of any Provisions of this Article. The invalidity or
unenforceability of any provision of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.
ARTICLE V
CAPITAL STOCK
Section 1. Certificates. The interest of each stockholder of the Corporation
shall be evidenced by certificates for shares of stock in such form as the Board
of Directors may from time to time prescribe. The certificates of stock shall be
signed by the President or a Vice President and by the Secretary, or the
Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the
seal of the Corporation or a facsimile thereof, and countersigned and registered
in such manner, if any, as the Board of Directors may by resolution prescribe.
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, the signature of any such officer may be a
facsimile signature. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation.
Section 2. Transfer. 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 his
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.
Section 3. Record Dates. The Board of Directors may fix in advance a date, not
less than ten nor more than sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
distribution or allotment of any rights, or the date when any change, conversion
or exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or to receive
any distribution or allotment of such rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such distribution or allotment
or rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
Section 4. Lost Certificates. In the event that any certificate of stock is
lost, stolen, destroyed or mutilated, the Board of Directors may authorize the
issuance of a new certificate of the same tenor and for the same number of
shares in lieu thereof. The Board may in its discretion, before the issuance of
such new certificate, require the owner of the lost, stolen, destroyed or
mutilated certificate, or the legal representative of the owner to make an
affidavit or affirmation setting forth such facts as to the loss, destruction or
mutilation as it deems necessary, and to give the Corporation a bond in such
reasonable sum as it directs to indemnify the Corporation.
ARTICLE VI
CHECKS, NOTES, ETC.
Section 1. Checks, Notes, Etc. All checks and drafts on the Corporation's bank
accounts and all bills of exchange and promissory notes, and all acceptances,
obligations and other instruments for the payment of money, may be signed by the
President or any Vice President and may also be signed by such other officer or
officers, agent or agents, as shall be thereunto authorized from time to time by
the Board of Directors.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Offices. The registered office of the Corporation shall be located at
the office of The Corporation Trust Company, in the City of Wilmington, County
of New Castle, in the State of Delaware and said Corporation shall be the
registered agent of this Corporation in charge thereof. The Corporation may have
other offices either within or without the State of Delaware at such places as
shall be determined from time to time by the Board of Directors or the business
of the Corporation may require.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors.
Section 3. Corporate Seal. The seal of the Corporation shall be circular in form
and contain the name of the Corporation, and the year and state of its
incorporation. Such seal may be altered from time to time at the discretion of
the Board of Directors.
Section 4. Books. There shall be kept at such office of the Corporation as the
Board of Directors shall determine, within or without the State of Delaware,
correct books and records of account of all its business and transactions,
minutes of the proceedings of its stockholders, Board of Directors and
committees, and the stock book, containing the names and addresses of the
stockholders, the number of shares held by them, 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.
Section 5. Voting of Stock. Unless otherwise specifically authorized by the
Board of Directors, all stock owned by the Corporation, other than stock of the
Corporation, shall be voted, in person or by proxy, by the President or any Vice
President of the Corporation on behalf of the Corporation.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments. The vote of the holders of at least a majority of the
shares of stock of the Corporation, issued and outstanding and entitled to vote,
shall be necessary at any meeting of stockholders to amend or repeal these
By-Laws or to adopt new by-laws. These ByLaws may also be amended or repealed,
or new bylaws adopted, at any meeting of the Board of Directors by the vote of
at least a majority of the entire Board; provided that any by-law adopted by the
Board may be amended or repealed by the stockholders in the manner set forth
above.
Any proposal to amend or repeal these By-Laws or to adopt new bylaws shall be
stated in the notice of the meeting of the Board of Directors or the
stockholders, or in the waiver of notice thereof, as the case may be, unless all
of the directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.