BY-LAWS
OF
CLEAN TOWEL SERVICE, INC.
ARTICLE ONE
OFFICES
1.1 The address of the registered office of the corporation is 3814
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Central Avenue, Doraville, Ga.; and the name of the registered agent at this
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address is Marvin Lee.
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1.2 The corporation may have offices at such place or places (within or
without the State of Georgia) as the Board of Directors may from time to time
appoint or the business of the corporation may require or make desirable.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 All meetings of the shareholders shall be held at the office of the
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Corporation or, at such place as may be fixed from time to time by the Board of
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Directors.
2.2 An annual meeting of the shareholders shall be held on the 2nd Tuesday
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of October in each year, if not a legal holiday, and if a legal holiday, then on
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the next following day not a legal holiday, at 10:00 o'clock in the A.M., EDT
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time, at which the shareholders shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.
2.3 Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or the articles of incorporation, may be
called by (the Chairman of the Board or) the President, and shall be called by
(the Chairman of the Board or) the President or the secretary when so directed
by the Board of Directors, or at the request in writing
of any two or more directors, or at the request in writing of shareholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
2.4 Except as otherwise required by statute or the articles of
incorporation, written notice of each meeting of the shareholders, whether
annual or special, shall be served, either personally or by mail, upon each
shareholder of record entitled to vote at such meeting, not less than ten nor
more than 50 days before such meeting. If mailed, such notice shall be directed
to a shareholder at his post office address last shown on the records of the
corporation. Notice of any special meeting of shareholders shall state the
purpose or purposes for which the meeting is called. Notice of any meeting of
shareholders shall not be required to be given to any shareholder who, in person
or by his attorney thereunto authorized, either before or after such meeting,
shall waive such notice. Attendance of a shareholder at a meeting, either in
person or by proxy, shall of itself constitute waiver of notice and waiver of
any and all objections to the place of the meeting, the time of the meeting, and
the manner in which it has been called or convened, except when a shareholder
attends a meeting solely for the purpose of stating, at the beginning of the
meeting, any such objection or objections to the transaction of business.
Notice of any adjourned meeting need not be given otherwise than by announcement
at the meeting at which the adjournment is taken.
2.5 The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by law, by the
articles of incorporation, or by these by-laws. If, however, such majority
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shall not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which a quorum shall be present in person
or by proxy, any business may be transacted that might have been transacted at
the meeting as originally called.
2.6 At every meeting of the shareholders, including (but without
limitation of the generality of the foregoing language) meetings of shareholders
for the election of directors, any shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be voted after eleven
months from its date, unless said proxy provides for a longer period. Each
shareholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
except as otherwise provided by law, by the articles of incorporation or by
these by-laws.
2.7 Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of the shareholders may be dispensed with, if all of the shareholders who
would have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken.
ARTICLE THREE
DIRECTORS
3.1 Except as may be otherwise provided by any legal agreement among
shareholders,
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the property and business of the corporation shall be managed by its Board of
Directors. In addition to the powers and authority by these by-laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, by any
legal agreement among shareholders, by the articles of incorporation or by these
by-laws directed or required to be exercised or done by the shareholders.
3.2 The Board of Directors shall consist of two members, the precise
number to be fixed by resolution of the shareholders from time to time. Each
director (whether elected at an annual meeting of shareholders or otherwise)
shall hold office until the annual meeting of shareholders held next after his
election and until a qualified successor shall be elected, or until his earlier
death, resignation, incapacity to serve or removal. Directors need not be
shareholders.
3.3 If any vacancy shall occur among the directors by reason of death,
resignation, incapacity to serve, increase in the number of directors, or
otherwise, the remaining directors shall continue to act, and such vacancies may
be filled by a majority of the directors then in office, though less than a
quorum, and, if not theretofore filled by action of the directors, may be filled
by the shareholders at any meeting held during the existence of such vacancy.
3.4 The Board of Directors may hold its meetings at such place or places
(within or without the State of Georgia) as it may from time to time determine.
3.5 Directors may be allowed such compensation for attendance at regular
or special meetings of the Board of Directors and of any special or standing
committees thereof as may be from time to time determined by resolution of the
Board of Directors.
ARTICLE FOUR
COMMITTEES
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4.1 (a) The Board of Directors may by resolution adopted by a majority of
the entire Board, designate an Executive Committee of three or more directors.
Each member of the executive Committee shall hold office until the first meeting
of the Board of Directors after the annual meeting of shareholders next
following his election and until his successor member of the Executive Committee
is elected, or until his death, resignation or removal, or until he shall cease
to be a director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all of the powers of the Board
of Directors in the management of the business affairs of the corporation,
including all powers herein or in the articles of incorporation specifically
granted to the Board of Directors, and may authorize the seal of the corporation
to be affixed to all papers which may require it; provided, however, that the
Executive Committee shall not have the power to amend or repeal any resolution
of the Board of Directors that by its terms shall not be subject to amendment or
repeal by the Executive Committee, and the Executive Committee shall not have
the authority of the Board of Directors in reference to (1) amending the
articles of incorporation or by-laws of the corporation; (2) adopting a plan of
merger or consolidation; (3) the sale, lease, exchange or other disposition of
all or substantially all the property and assets of the corporation; or (4) a
voluntary dissolution of the corporation or a revocation of any such voluntary
dissolution.
(c) The Executive Committee shall meet from time to time on call of
(the Chairman of the Board or) the President or of any two or more members of
the Executive Committee. Meetings of the Executive Committee may be held at
such place of places, within or without the State of Georgia, as the Executive
Committee shall determine or as may be specified
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or fixed in the respective notices or waivers of such meetings. The Executive
Committee may fix its own rules of procedure, including provision for notice of
its meetings. It shall keep a record of its proceedings and shall report these
proceedings to the Board of Directors at the meeting thereof held next after
they have been taken, and all such proceedings shall be subject to revision or
alteration by the Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior to any such
revision or alteration.
(d) The Executive Committee shall act by majority vote of its members.
(e) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more directors as alternate
members of any such committee, who may act in the place and stead of any absent
member of members at any meeting of such committee.
4.2 The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate one or more additional committees, each committee to
consist of three or more of the directors of the corporation, which shall have
such name or names and shall have and may exercise such powers of the Board of
Directors in the management of the business and affairs of the corporation,
except the powers denied to the Executive Committee, as may be determined from
time to time by the Board of Directors.
4.3 The Board of Directors shall have power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
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5.1 Each newly elected Board of Directors shall meet at the place and time
which shall have been determined, in accordance with the provisions of these by-
laws, for the holding of the regular meeting of the Board of Directors scheduled
to be held next following the annual meeting of the shareholders at which the
newly elected Board of Directors shall have been elected, or, if no place and
time shall have been fixed for the holding of such meeting of the Board of
Directors, then immediately following the close of such annual meeting of
shareholders and at the place thereof, or such newly elected Board of Directors
may hold such meeting at such place and time as shall be fixed by the consent in
writing of all the directors. In any such case no notice of such meeting to the
newly elected directors shall be necessary in order legally to constitute the
meeting.
5.2 Regular meetings of the Board of Directors may be held without notice
at such time and place (within or without the State of Georgia) as shall from
time to time be determined by the Board of Directors.
5.3 Special meetings of the Board of Directors may be called by (the
Chairman of the Board or) the President on not less than two days= notice by
mail, telegram, cablegram or personal delivery to each director and shall be
called by (the Chairman of the Board,) the President or the Secretary in like
manner and on like notice on the written request of any two more directors. Any
such special meeting shall be held at such time and place (within or without the
State of Georgia) as shall be stated in the notice of meeting.
5.4 No notice of any meeting of the Board of Directors need state the
purposes thereof.
5.5 At all meetings of the Board of Directors, the presence of one-third
of the
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authorized number of directors, but not less than two directors, shall be
necessary and sufficient to constitute a quorum for the transaction of business.
The act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the articles of incorporation or by these by-
laws. In the absence of a quorum a majority of the directors present at any
meeting may adjourn the meeting from time to time until a quorum be had. Notice
of any adjourned meeting need only be given by announcement at the meeting at
which the adjournment is taken.
5.6 Any action required or permitted to be taken by 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 thereto is signed by all members of
the Board of such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or committee.
ARTICLE SIX
OFFICERS
6.1 The Board of Directors at its first meeting after each annual meeting
or shareholders shall elect the following officers: (A Chairman of the Board), a
President, one or more Vice Presidents (one of whom may be designated Executive
Vice President), a Secretary and a Treasurer. The Board of Directors at any
time and from time to time may appoint such other officers as it shall deem
necessary, including one or more Assistant Vice Presidents, one or more
Assistant Treasurers, and one or more Assistant Secretaries, who shall hold
their offices for such terms as shall be determined by the Board of Directors
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors (or the
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Chairman of the Board).
6.2 Any person may hold any two or more offices, except that no person may
hold both the offices of President and Secretary. No officer need be a
shareholder.
6.3 The salaries of the officers of the corporation shall be fixed by the
Board of Directors, except that the Board of Directors may delegate to any
officer or officers the power to fix the compensation of any officer appointed
in accordance with the second sentence of Section 6.1 of these by-laws.
6.4 Each officer of the corporation shall hold office until his successor
is chosen or until his earlier resignation, death or removal, or the termination
of his office. Any officer may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby.
Chairman of the Board*
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6.5 The Chairman of the Board shall be the chief executive officer of the
corporation and shall have the general active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall be ex officio a member of all
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standing committees, unless otherwise provided in the resolution appointing the
same. The Chairman of the Board shall call meetings of the shareholders, the
Board of Directors and the Executive Committee to order and shall act as
chairman of such meetings.
President
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* If the Chairman of the Board is not to be the cheif executive
officers, the description of the President's power and responsibilities must be
changed accordingly.
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6.6 In the event of the death or disability of the Chairman of the Board
or at his request or when specifically authorized by the Board of Directors, the
President shall have the powers and perform the duties of the Chairman of the
Board. The President shall also have such powers and perform such duties as are
specifically imposed upon him by law and as may be assigned to him by the Board
of Directors or the Chairman of the Board. The President shall be ex officio a
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member of all standing committees, unless otherwise provided in the resolution
appointing the same. In the absence of the Chairman of the Board, the President
shall call meetings of the shareholders, the Board of Directors, and the
Executive Committee to order and shall act as Chairman of such meetings.
Vice Presidents
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6.7 The Vice Presidents shall perform such duties as are generally
performed by vice presidents. The Vice Presidents shall perform such other
duties and exercise such other powers as the Board of Directors (or the Chairman
of the Board) shall request or delegate. The Assistant Vice Presidents shall
have such powers, and shall perform such duties, as may be prescribed from time
to time by the Board of Directors, (the Chairman of the Board) or the President.
Secretary
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6.8 The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
any notice required to be given of any meetings of the shareholders and of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors (or the Chairman of the Board), under whose supervision
he shall be. The
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Assistant Secretary or Assistant Secretaries shall, in the absence or disability
of the Secretary, or at his request, perform his duties and exercise his powers
and authority.
Treasurer
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6.9 The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the corporation, and shall deposit, or
cause to be deposited, in the name of the corporation, all monies or other
valuable effects, in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render to
(the Chairman of the Board), the President and to the Board of Directors,
whenever requested, an account of the financial condition of the corporation,
and in general, he shall perform all the duties incident to the office of a
Treasurer of a corporation, and such other duties as may be assigned to him by
the Board of Directors, (the Chairman of the Board) or the President.
6.10 In case of the absence of any officer of the corporation, or for any
other reason that the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, any or all of the powers or duties
of such officer to any officer or to any director.
ARTICLE SEVEN
CAPITAL STOCK
7.1 The interest of each shareholder shall be evidenced by a certificate
or certificates representing shares of stock of the corporation which shall be
in such form as the Board of Directors may from time to time adopt and shall be
numbered and shall be entered in the books of the corporation as they are
issued. Each certificate shall exhibit the holder=s name, the number of shares
and class of shares and series, if any, represented thereby, a statement that
the
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corporation is organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par value. Each
certificate shall be signed by (the Chairman of the Board), the President or a
Vice President and the Treasurer or a Assistant Treasurer or the Secretary or an
Assistant Secretary and shall be sealed with the seal of the corporation;
provided, however, that where such certificate is signed by a transfer agent, or
by a transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer and such seal, may be facsimile. 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 delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signatures shall have been used
thereon had not ceased to be such officer or officers.
7.2 The corporation shall keep a record of the shareholders of the
corporation which readily shows, in alphabetical order or by alphabetical index,
and by classes of stock, the names of the shareholders entitled to vote, with
the address of and the number of shares held by each. Said record shall be
presented at all meetings of the shareholders.
7.3 Transfers of stock shall be made on the books of the corporation only
by the person named in the certificate, or by attorney lawfully constituted in
writing, and upon surrender of the certificate therefor, or in the case of a
certificate alleged to have been lost, stolen or destroyed, upon compliance with
the provisions of Section 7.7 of these by-laws.
7.4 (a) For the purpose of determining shareholders entitled to notice of
or to vote
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at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed fifty days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than fifty days and, in
case of a meeting of shareholders, not less than ten days, prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken.
7.5 The corporation shall be entitled to treat the holder of any share of
stock of the corporation as the person entitled to vote such share, to receive
any dividend or other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by law.
7.6 The Board of Directors may appoint one or more transfer agents and one
or more registrars and may require each stock certificate to bear the signature
or signatures of a transfer agent or a registrar or both.
7.7 Any person claiming a certificate of stock to be lost, stolen or
destroyed shall make an affidavit or affirmation of the fact in such manner as
the Board of Directors may require and shall if the directors so require, give
the corporation a bond of indemnity in form and amount
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and with one or more sureties satisfactory to the Board of Directors, whereupon
an appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen or destroyed.
ARTICLE EIGHT
MISCELLANEOUS
Inspection of Books
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8.1 The Board of Directors shall have power to determine which accounts
and books of the corporation, if any, shall be open to the inspection of
shareholders, except such as may by law be specifically open to inspection, and
shall have power to fix reasonable rules and regulations not in conflict with
the applicable law for the inspection of accounts and books which by law or by
determination of the Board of Directors shall be open to inspection, and the
shareholders= rights in this respect are and shall be restricted and limited
accordingly.
Fiscal Year
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8.2 The corporation shall be on a October 1-Sept. 30 fiscal year.
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Seal
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8.3 The corporate seal shall be in such form as the Board of Directors may
from time to time determine.
Annual Statements
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8.4 Not later than four months after the close of each fiscal year, and in
any case prior to the next annual meeting of shareholders, the corporation shall
prepare:
(1) A balance sheet showing in reasonable detail the
financial condition of the corporation as of the close
of its fiscal year, and
(2) A profit and loss statement showing the results of its
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operation during its fiscal year.
Upon written request, the corporation promptly shall mail to any shareholder of
record a copy of the most recent such balance sheet and profit and loss
statement.
Appointments of Agents
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8.5 (The Chairman of the Board or) the President or any Vice President
shall be authorized and empowered in the name and as the act and deed of the
corporation to name and appoint general and special agents, representatives and
attorneys to represent the corporation in the United States or in any foreign
country or countries and to name and appoint attorneys and proxies to vote any
shares of stock in any other corporation at any time owned or held of record by
the corporation, and to prescribe, limit and define the powers and duties of
such agents, representatives, attorneys, and proxies and to make substitution,
revocation or cancellation in whole or in part of any power or authority
conferred on any such agent, representative, attorney or proxy. All powers of
attorney or other instruments under which such agents, representatives,
attorneys, or proxies shall be so named and appointed shall be signed and
executed by (the Chairman of the Board or) the President or a Vice President,
and the corporate seal shall be affixed thereto. Any substitution, revocation
or cancellation shall be signed in like manner, provided always that any agent,
representative, attorney or proxy when so authorized by the instrument
appointing him may substitute or delegate his powers in whole or in part and
revoke and cancel such substitutions or delegations. No special authorization
by the Board of Directors shall be necessary in connection with the foregoing,
but his by-law shall be deemed to constitute full and complete authority to the
officers above designated to do all the acts and things as they deem necessary
or incidental thereto or in connection therewith.
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Indemnification
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8.6 (a) Under the circumstances prescribed in paragraphs (c) and (d) of
this section, the corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party of 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, 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 another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys=
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
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
pleas of nolo contendere or its equivalent, shall not, of itself, create a
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presumption that the person did not act 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.
(b) Under the circumstances prescribed in paragraphs (c) and (d) of
this section, the corporation shall indemnify and hold harmless 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 he is or was a
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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
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; 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 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
indemnify for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this
section, 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.
(d) Except as provided in paragraph (c) of this section and except as
may be ordered by a court, any indemnification under paragraphs (a) (b) of this
section 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 paragraphs (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who
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were not parties to such action, suit or proceeding, or (2) if such a quorum in
not obtainable, or, even if obtainable, if a quorum of disinterested directors
so directs, by the firm of independent legal counsel then employed by the
corporation, in a written opinion.
(e) Expenses incurred 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 as
authorized in this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other right to which the persons indemnified hereunder shall be
entitled and shall inure to the benefit of the heirs, executors or
administrators of such persons.
(g) 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 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 section.
(h) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance carrier
pursuant to insurance maintained by the corporation, the corporation shall, not
later than the next annual meeting to the shareholders,
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unless such meeting is held within three months from the date of such payment,
and, in any event, within fifteen months from the date of such payment, send by
first class mail to its shareholders of record at the time entitled to vote for
the election of directors, a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation or
threatened litigation.
ARTICLE NINE
NOTICES: WAIVERS OF NOTICE
9.1 Except as otherwise specifically provided in these by-laws, whenever
under the provisions of these by-laws notice is required to be given to any
shareholder, director or officer, it shall not be construed to mean personal
notice, but such notice may be given either by personal notice or by radio,
cable or telegraph, or by mail by depositing the same in the post office or
letter box in a postpaid sealed wrapper, addressed to such shareholder, officer
or director at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus sent
or mailed.
9.2 When any notice whatever is required to be given by law, by the
articles of incorporation or by these by-laws, a waiver thereof by the person or
persons entitled to said notice given before or after the time stated therein,
in writing, which shall include a waiver given by telegraph, radio, or cable,
shall be deemed equivalent thereto. No notice of any meeting need be given to
any person who shall attend such meeting.
ARTICLE TEN
EMERGENCY POWERS
10.1 The Board of Directors may adopt emergency by-laws subject to repeal
or change
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by action of the shareholders, which shall, notwithstanding any provision of
law, the articles of incorporation or these by-laws, be operative during any
emergency in the conduct of the business of the corporation resulting from an
attack on the United States or on a locality in which the corporation conducts
its business or customarily holds meetings of its board of directors or its
shareholders, or during any nuclear or atomic disaster, or during the existence
of any catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board of Directors or a standing committee thereof cannot readily
be convened for action. The emergency by-laws may make any provision that may be
practical and necessary for the circumstances of the emergency.
10.2 The Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
10.3 The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
10.4 To the extent not inconsistent with any emergency by-laws so adopted,
these by-laws shall remain in effect during any such emergency and upon its
termination the emergency by-laws shall cease to be operative.
10.5 Unless otherwise provided in emergency by-laws, notice of any meeting
of the Board of Directors during any such emergency may be given only to such of
the directors as it may be feasible to reach at the time, and by such means as
may be feasible at the time, including
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publication, radio or television.
10.6 To the extent required to constitute a quorum at any meeting of the
Board of Directors during any such emergency, the officers of the corporation
who are present shall, unless otherwise provided in emergency by-laws, be
deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting.
10.7 No officer, director, agent or employee acting in accordance with any
emergency by-laws shall be liable except for willful misconduct. No officer,
director, agent or employee shall be liable for any action taken by him in good
faith in such a emergency in furtherance of the ordinary business affairs of the
corporation even though not authorized by the by-laws then in effect.
ARTICLE ELEVEN
AMENDMENTS
11.1 The by-laws of the corporation may be altered or amended and new by-
laws may be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that, if such action is to be taken
at a meeting of the shareholders, notice of the general nature of the proposed
change in the by-laws shall have been given in the notice of meeting.
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