EXHIBIT 3.16
BY-LAWS
OF
TS PRINTING (FLORIDA), INC.
A Delaware Corporation
ARTICLE I.
OFFICES
Section 1. REGISTERED OFFICE. The registered office of TS Printing
(Florida), Inc. (hereinafter called the "Corporation") within the State of
Delaware shall be at 229 South State Street, Dover, Delaware.
Section 2. OTHER OFFICES. The Corporation may also have offices at such
other place or places as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of the stockholders shall be held
at any such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting or in a duly executed waiver thereof.
Section 2. ANNUAL MEETING. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may come
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before the meeting shall be held at such time and place as shall be determined
by the President or the Board of Directors and stated in the notice of the
meeting. Written notice of the annual meeting stating the place, date and hour
of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or Secretary (i) at the request in writing of a majority of the
Board of Directors, or (ii) at the request in writing of stockholders 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. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote at
such meeting. Business transacted at any special
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meeting of stockholders shall be limited to the purposes stated in the notice.
Section 4. NOTICE NOT REQUIRED. Notice of any meeting of stockholders shall
not be required to be given to any stockholder who shall attend such meeting in
person or by proxy, and if any stockholder shall, in person or by attorney
thereunto authorized, in writing or by telegraph, cable or telex, waive notice
of any meeting, whether before or after such meeting shall be held, notice
thereof need not be given to him. Notice of any adjourned meeting of the
stockholders shall not be required to be given, except when expressly required
by law.
Section 5. QUORUM. At each meeting of the stockholders, the holders of a
majority of each class of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present either in person or by proxy, shall
constitute a quorum for the transaction of business of the Corporation. In the
absence of a quorum, a majority present in person or by proxy and entitled to
vote, or, in the absence of all of the holders of each class of issued and
outstanding stock of the Corporation entitled to vote, any officer entitled to
preside or act as secretary at such meeting, shall have the power to adjourn the
meeting, from time to time, until the requisite number of stockholders of
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each class shall be present or represented. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 6. VOTING. At each meeting of the stockholders, every stockholder
of record of the Corporation entitled to vote at such meeting shall be entitled
to one vote within his class or classes in person or by proxy (executed in
writing by the stockholder or by his duly authorized attorney in fact) for each
share in such class or classes of stock of the Corporation registered in his
name on the books of the Corporation on the date fixed pursuant to Section 2 of
Article VI of these By-Laws as the record date for the determination of the
stockholders entitled to vote at such meeting. Shares of its own capital stock
belonging to the Corporation shall not be voted upon directly or indirectly. At
all meetings of the stockholders, all matters (except special cases where other
provision is made in the Corporation's Certificate of Incorporation, these
By-Laws, any agreement between or among the Corporation's stockholders or by
statute) to be decided by each respective class of stockholders shall be decided
by the holders of a majority of the stock of each class, respectively, present
in person or by proxy and entitled to vote thereat, a quorum being
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present. Unless demanded by a stockholder present in person or by proxy at any
meeting and entitled to vote thereat, the vote on any question need not be by
ballot.
Section 7. ACTION BY CONSENT. Whenever any action is required or permitted
to be taken by vote of stockholders of any class at a meeting thereof by any
provision of the statutes or of the Certificate of Incorporation or these
By-Laws or any agreement between or among the Corporation's stockholders, the
meeting and votes of stockholders of any class may be dispensed with if all the
stockholders of such class or classes 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. Such written consent may be given by any person holding a
power of attorney for any stockholder.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by the Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or these By-Laws or any agreement between
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or among the Corporation's stockholders, directed or required to be exercised
and done by the stockholders.
Section 2. NUMBER AND TERM OF OFFICE. The number of directors which shall
constitute the whole Board may be as few as one (1) and may not be more than
four (4). Directors need not be stockholders. Each director shall hold office
until the annual meeting of the stockholders next following his election or
until his successor shall have been elected and shall qualify, or until his
death, or until he shall resign, or until he shall have been removed in the
manner herein provided.
Section 3. QUORUM AND MANNER OF ACTING. Except as otherwise provided by
statute or by these By-Laws, a majority of the directors in office shall be
required to constitute a quorum for the transaction of business at any meeting,
and the act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors. In the absence of
a quorum, a majority of the directors present may adjourn any meeting from time
to time until a quorum shall be present. No notice other than announcement at
the meeting of any adjourned meeting need be given.
Section 4. PLACE OF MEETINGS, ETC. The Board of Directors may hold its
meetings, have one or more offices, and keep the books and records of the
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Corporation at such place or places within or without the State of Delaware as
the Board from time to time may determine.
Section 5. FIRST MEETING. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time determine. If any day fixed for a regular meeting shall be a legal holiday
at the place where the meeting is to be held, then the meeting which otherwise
would be held on that day shall be held at said place at the same hour on the
next succeeding day not a legal holiday. Notice of regular meetings need not be
given.
Section 7. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the President or by a majority of the
directors. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or
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usual place of business, at least three (3) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegraph,
telex or cable, or be delivered personally by telephone, not later than one
day before the day upon which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any meeting
of the Board need not be given to any director, however, if waived by him in
writing or by telegraph, cable or wireless, whether before or after such
meeting shall be held, or if he shall be present at such meeting; and any
meeting of the Board shall be a legal meeting without any notice thereof
having been given, if all the directors of the Corporation then in office
shall be present thereat.
Section 8. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all of
the members of the Board and filed with the minutes of proceedings of the Board.
Section 9. RESIGNATION. Any director of the Corporation may resign at any
time by giving written notice to the President or to the Secretary of the
Corporation. The resignation of any director shall take
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effect at the time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
Section 10. REMOVAL OF DIRECTORS. Any director may be removed, either with
or without cause, at any time, but such removal shall require the affirmative
vote of the holders of a majority of all of the shares of the class of stock by
whom he was elected, and the election of a director to fill the unexpired
portion of the term of any director so removed shall require a vote of at least
a majority of the outstanding shares of such class of stock of the Corporation.
Section 11. VACANCIES. Except as otherwise provided by statute or by these
By-Laws, any vacancy in the Board of Directors caused by death, resignation,
disqualification, or any other cause other than removal of stockholders, may be
filled either by a majority vote of the remaining directors, though less than a
quorum, or by the stockholders of the Corporation entitled to vote by class
thereon at the next annual meeting or at any special meeting called for the
purpose. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase in a number of directors may be filled by election at any
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annual meeting or at a special meeting of the class of stockholders entitled to
vote called for that purpose.
Section 12. COMPENSATION. Directors, as such, shall not receive any stated
salary for their services, but by resolution of the Board of Directors a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular and special meeting of the Board. Nothing herein contained shall be
construed so as to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 13. DIRECTORS' COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Such a committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
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ARTICLE IV.
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be a President, a
Secretary and such other officers as may be appointed by the Board of Directors.
Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected
annually by the Board of Directors, and, except in the case of officers
appointed in accordance with the provisions of Section 7 of this Article, each
shall hold office until the next annual election of officers and until his
successor shall have been duly elected and qualified or until his death, or
until he shall resign by written notice to the Corporation, or until he shall
have been removed in the manner hereinafter provided. A vacancy in any office
because of death, resignation, removal or for any other cause shall be filled
for the unexpired portion of the term in the manner prescribed in these By-Laws
for election or appointment to such office.
Section 3. REMOVAL. Any officer may be removed by the vote of the Board of
Directors at a regular or at a special meeting called for the purpose, whenever
in the judgment of the Board of Directors the best interests of the Corporation
will be served thereby, but
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such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. PRESIDENT. The President shall have direct charge of the
management of the business operations of the Corporation, subject to general
control of the Board of Directors, and shall preside at all meetings of the
Board of Directors and at all meetings of the stockholders. He shall execute
bonds, mortgages, and other contracts requiring the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation.
Section 5. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors 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 special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he shall have authority to affix the
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same to any instrument requiring it and, when so affixed, it may be attested by
his signature. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
Section 6. OTHER OFFICERS. The Corporation may have such other officers and
agents as may be deemed necessary by the Board of Directors, who shall be
appointed in such manner, have such duties, and hold their offices for such
terms as may be determined by resolution of the Board of Directors.
Section 7. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE V.
CONTRACTS AND ACCOUNTS
Section 1. CONTRACTS, CHECKS, NOTES, BANK ACCOUNTS, ETC. All contracts and
agreements authorized by the Board of Directors, and all checks, drafts, notes,
bonds, bills of exchange and orders for the payment of money, shall be signed by
the President or such officer or officers or employee or employees as the Board
of Directors may from time to time designate. The
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President, or any other officer or employee so authorized by the Board of
Directors, may enter into any contract or execute and deliver any contract or
other instrument in the name and on behalf of the Corporation, and such
authority may be general or confined to specific instances. Unless authorized so
to do by these By-Laws or by the Board of Directors, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement, or to pledge its credit, or to render it liable
pecuniarily for any purpose or in any amount.
Section 2. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation as the
Board of Directors, the President or such officer or officers or employee or
employees as the Board of Directors may from time to time designate shall
direct, in such banks, trust companies or other depositories as the Board of
Directors may select or as may be selected by any officer or officers or agent
or agents of the Corporation to whom power in that respect shall have been
delegated by the Board of Directors. For the purpose of deposit, and for the
purpose of collection for the account of the Corporation, checks, drafts and
other orders for the payment of money that are payable to the order of the
Corporation may be endorsed,
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assigned and delivered by any officer or agent of the Corporation.
Section 3. GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Directors may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by any officer or officers, agent or
agents of the Corporation to whom power in that respect shall have been
delegated by the Board of Directors. The Board of Directors may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-Laws, as it may deem expedient.
ARTICLE VI.
CAPITAL STOCK
Section 1. CERTIFICATES OF STOCK. Every stockholder shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the
President and the Secretary of the Corporation, certifying the number of shares
of stock of the Corporation owned by him. The certificate shall be sealed with
the seal of the Corporation, or a facsimile thereof. No certificate shall be
issued for any share until such share is fully paid. Each certificate
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representing shares shall state that the Corporation is organized under the laws
of the State of Delaware, the name of the person to whom issued, and the par
value of each share represented by such certificate or a statement that the
shares are without par value. Each stock certificate issued by or on behalf of
the Corporation shall have written, stamped, or printed on the face or back
thereof the words:
The shares represented by this Certificate have not been registered under
the Securities Act of 1933, and such shares may not be sold or transferred
unless such sale or transfer is in accordance with the registration
requirements of the Securities Act of 1933, as at the time amended, or
unless some other exemption from the registration requirements of such Act
is available with respect thereto.
Such certificate shall be transferable on the stock books of the Corporation in
person or by attorney, but, except as hereinafter provided in the case of loss,
destruction or mutilation of certificates, no transfer of stock shall be entered
until the previous certificate, if any, given for the same shall have been
surrendered and canceled.
Section 2. CLOSING OF TRANSFER BOOKS. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any
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dividend, or in order to make a determination of stockholders for any proper
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60) days.
If the stock transfer books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record for any determination of stockholders, such
date in any case to be not more than sixty (60) days, and in case of a meeting
of stockholders not less than ten (10) days, prior to the date upon which the
particular action requiring such determination of stockholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to vote at a meeting thereof or to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividends is adopted, as the case may be, shall be the record date for such
determination of stockholders.
Section 3. LOST, DESTROYED OR MUTILATED CERTIFICATES. The Board of
Directors may direct a new
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certificate or certificates to be issued in place of any certificate or
certificates heretofore issued by the Corporation alleged to have been lost,
destroyed or mutilated upon the making of an affidavit of that fact by the
person claiming the certificates for shares to be lost or destroyed. When
authorizing such issuance of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require, or to give the Corporation a bond in such sums as it may
direct, as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.
ARTICLE VII.
INDEMNIFICATION
Section 1. INDEMNIFICATION. (1) Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact: (i) that he or she is or
was a director or officer of the Corporation, or (ii) that he or she,
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being at the time a director or officer of the Corporation, is or was serving at
the request of the Corporation as a director, trustee, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(collectively, "another enterprise"), whether either in case (i) or case (ii)
the basis of such proceeding is alleged action or inaction (a) in an official
capacity as a director or officer of the Corporation, or as a director, trustee,
officer, employee or agent of such other enterprise, or (b) in any other
capacity related to the Corporation or such other enterprise while so serving as
a director, trustee, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), against all expenses, liability and loss (including without limitation
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such person in connection
therewith. The persons indemnified by this paragraph (1) of this
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Article VII are hereinafter referred to as "indemnitees." Such
indemnification as to such alleged action or inaction shall continue as to an
indemnitee who has after such alleged action or inaction ceased to be a
director or officer of the Corporation, or director, officer, employee or
agent of such other enterprise; and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in paragraph (2) of this Article VII with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or portion
thereof) initiated by such indemnitee only if such proceeding (or portion
thereof) was authorized by the Board of Directors. The right to
indemnification conferred in this Article VII (a) shall be a contract right;
(b) shall not be affected adversely to any indemnitee by any amendment of
this Certificate of Incorporation with respect to any action or inaction
occurring prior to such amendment; and (c) shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
PROVIDED, HOWEVER, that if and to the extent the Delaware General Corporation
Law requires, an advancement of expenses
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incurred by an indemnitee shall be made only upon delivery to the Corporation of
an undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts as advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article VII or otherwise.
(2) If a claim under paragraph (1) of this Article VII is not paid in full
by the Corporation within sixty days after it has been received in writing by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any
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suit by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking the Corporation shall be entitled to recover such
expenses only upon a final adjudication that, the indemnitee has not met the
applicable standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including the Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including the Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to have or
retain
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such advancement of expenses, under this Article VII or otherwise, shall
be on the Corporation.
(3) The rights to indemnification and to the advancement of expenses
conferred in this Article VII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Certificate of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.
(4) The Corporation may maintain insurance, at its expense, to protect
itself and any director, trustee, officer, employee or agent of the Corporation
or another enterprise (as defined in paragraph (1) of this Article VII) against
any expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
(5) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and to the advancement of
expenses, to any employee or agent of the Corporation (or any person serving at
the Corporation's request as a director, trustee, officer, employee, or agent of
another enterprise) or to persons who are or were a director, officer, employee
or agent of a constituent
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corporation absorbed by the Corporation in a consolidation or merger or who is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another enterprise, in each case as determined by
the Board to the fullest extent of the provisions of this Article VII in cases
of the indemnification and advancement of expenses of directors and officers of
the Corporation, or to any lesser extent (or greater extent, if permitted by
law) determined by the Board of Directors.
ARTICLE VIII.
DIVIDENDS
Section 1. PAYMENT OF DIVIDENDS. The Board of Directors may declare and the
Corporation may pay dividends on its outstanding shares in cash, property, or
its shares pursuant to law and subject to the provisions of its Certificate of
Incorporation and By-Laws.
Section 2. RESERVES. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, deem
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for preparing or maintaining any property
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of the Corporation, or for such other purpose as the Board of Directors shall
deem conducive to the interest of the Corporation, and the Board of Directors
may modify or abolish any such reserve in the manner in which it was created.
ARTICLE IX.
SEAL
The Board of Directors shall provide a corporate seal, which shall be in
form of a circle and shall have inscribed thereon the name of the Corporation,
the years of its organization and the state of incorporation. The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE X.
FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board of
Directors.
ARTICLE XI.
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be made, at any meeting of the Board of Directors, by vote of a
majority of the Board of Directors, provided that the proposed
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action in respect thereof shall be stated in the notice of waiver of notice of
such meeting or that all of the directors of the Corporation shall be present at
such meeting.