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Exhibit 3.139
BY-LAWS
OF
WOOD RECYLING, INC.
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BY-LAWS
TABLE OF CONTENTS
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PAGE
ARTICLE 1 - Stockholders.......................................................1
1.1 Place of Meetings..................................................1
1.2 Annual Meeting.....................................................1
1.3 Special Meetings...................................................1
1.4 Notice of Meetings.................................................2
1.5 Quorum.............................................................2
1.6 Adjournments ......................................................2
1.7 Voting and Proxies.................................................2
1.8 Action at Meeting..................................................3
1.9 Action without Meeting.............................................3
ARTICLE 2 - Directors..........................................................3
2.1 Powers.............................................................3
2.2 Number, Election and Qualification.................................3
2.3 Enlargement of the Board...........................................4
2.4 Tenure.............................................................4
2.5 Vacancies..........................................................4
2.6 Resignation........................................................4
2.7 Removal............................................................4
2.8 Regular Meetings...................................................4
2.9 Special Meetings...................................................5
2.10 Meetings by Telephone Conference Calls.............................5
2.11 Notice of Special Meetings.........................................5
2.12 Quorum.............................................................5
2.13 Action at Meeting..................................................5
2.14 Action by Consent..................................................5
2.15 Committees.........................................................6
2.16 Compensation of Directors..........................................6
ARTICLE 3 - Officers...........................................................6
3.1 Enumeration........................................................6
3.2 Election...........................................................6
3.3 Qualification......................................................6
3.4 Tenure.............................................................7
3.5 Resignation and Removal............................................7
3.6 Vacancies..........................................................7
3.7 Chairman of the Board and Vice-Chairman of the Board...............7
3.8 President..........................................................7
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PAGE
3.9 Vice Presidents....................................................8
3.10 Treasurer and Assistant Treasurers.................................8
3.11 Clerk and Assistant Clerks.........................................8
3.12 Secretary and Assistant Secretaries................................9
3.13 Salaries...........................................................9
ARTICLE 4 - Capital Stock......................................................9
4.1 Issue of Capital Stock.............................................9
4.2 Certificate of Stock...............................................9
4.3 Transfers.........................................................10
4.4 Record Date.......................................................10
4.5 Replacement of Certificates.......................................11
ARTICLE 5 - Miscellaneous Provisions..........................................11
5.1 Fiscal Year.......................................................11
5.2 Seal..............................................................11
5.3 Voting of Securities..............................................11
5.4 Corporate Records.................................................11
5.5 Evidence of Authority.............................................12
5.6 Articles of Organization..........................................12
5.7 Severability......................................................12
5.8 Pronouns..........................................................12
ARTICLE 6 - Amendments........................................................12
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BY-LAWS
OF
WOOD RECYCLING, INC.
ARTICLE 1 - STOCKHOLDERS
1.1 PLACE OF MEETINGS.
All meetings of stockholders shall be held within the Commonwealth of
Massachusetts unless the Articles of Organization permit the holding of
stockholders' meetings outside Massachusetts, in which event such meetings may
be held either within or without Massachusetts. Meetings of stockholders shall
be held at the principal office of the corporation unless a different place is
fixed by the Board of Directors or the President and stated in the notice of the
meeting.
1.2 ANNAUL MEETING.
The annual meeting of stockholders shall be held within six months after
the end of each fiscal year of the corporation on a date to be fixed by the
Board of Directors or the President (which date shall not be a legal holiday in
the place where the meeting is to be held) at the time and place to be fixed by
the Board of Directors or the President and stated in the notice of the meeting.
The purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or by these By-Laws, may be
specified by the Board of Directors or the President. If no annual meeting is
held in accordance with the foregoing provisions, a special meeting may be held
in lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these By-Laws to the annual meeting of stockholders
shall be deemed to refer to such special meeting.
1.3 SPECIAL MEETINGS.
Special meetings of stockholders may be called by the President or by
the Board of Directors. In addition, upon written application of one or more
stockholders who are entitled to vote and who hold at least the Required
Percentage (as defined below) of the capital stock entitled to vote at the
meeting, special meetings shall be called by the Clerk, or in case of the death,
absence, incapacity or refusal of the Clerk, by any other officer.
For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 80% or such lesser percentage as shall constitute the maximum
percentage permitted by law for this purpose at any time at which the
corporation shall have a class of voting stock registered under the Exchange
Act.
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1.4 NOTICE OF MEETINGS.
A written notice of each meeting of stockholders, stating the place,
date and hour thereof, and the purposes for which the meeting is to be held,
shall be given by the Clerk, Assistant Clerk or other person calling the meeting
at least seven days before the meeting to each stockholder entitled to vote at
the meeting and to each stockholder who by law, by the Articles of Organization
or by these By-Laws is entitled to such notice, by leaving such notice with him
or at his residence or usual place of business, or by mailing it postage prepaid
and addressed to him at his address as it appears in the records of the
corporation. Whenever any notice is required to be given to a stockholder by
law, by the Articles of Organization or by these By-Laws, no such notice need be
given if a written waiver of notice, executed before or after the meeting by the
stockholder or his authorized attorney, is filed with the records of the
meeting.
1.5 QUORUM.
Unless the Articles of Organization otherwise provide, the holders of a
majority of the number of shares of the stock issued, outstanding and entitled
to vote on any matter shall constitute a quorum with respect to that matter,
except that if two or more classes of stock are outstanding and entitled to vote
as separate classes, then in the case of each such class a quorum shall consist
of the holders of a majority of the number of shares of the stock of that class
issued, outstanding and entitled to vote. Shares owned directly or indirectly by
the corporation shall not be counted in determining the total number of shares
outstanding for this purpose.
1.6 ADJOURNMENTS.
Except as provided in Section 1.3 hereof, any meeting of stockholders
may be adjourned to any other time and to any other place at which a meeting of
stockholders may be held under these By-Laws by the stockholders present or
represented at the meeting, although less than a quorum, or by any officer
entitled to preside or to act as clerk of such meeting, if no stockholder is
present. It shall not be necessary to notify any stockholder of any adjournment.
Any business which could have been transacted at any meeting of the stockholders
as originally called may be transacted at any adjournment of the meeting.
1.7 VOTING AND PROXIES.
Each stockholder shall have one vote for each share of stock entitled to
vote held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided by the Articles of
Organization. Stockholders may vote either in person or by written proxy dated
not more than six months before the meeting named in the proxy. Proxies shall be
filed with the clerk of the meeting, or of any adjourned meeting, before being
voted. Except as otherwise limited by their terms, a proxy shall entitle the
persons named in the proxy to vote at any adjournment of such meeting, but shall
not be valid after final adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by any
one of them, unless at or prior to exercise of the proxy the corporation
receives a specific written notice to the contrary from any one of them. A proxy
purported to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise.
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1.8 ACTION AT MEETING.
When a quorum is present at any meeting, the holders of shares of stock
representing a majority of the votes cast on a matter (or if there are two or
more classes of stock entitled to vote as separate classes, then in the case of
each such class, the holders of shares of stock of that class representing a
majority of the votes cast on a matter), shall decide any matter to be voted on
by the stockholders, except when a different vote is required by law, the
Articles of Organization or these By-Laws. When a quorum is present at any
meeting, any election by stockholders shall be determined by a plurality of the
votes cast on the election. No ballot shall be required for such election unless
requested by a stockholder present or represented at the meeting and entitled to
vote in the election. The corporation shall not directly or indirectly vote any
share of its own stock.
1.9 ACTION WITHOUT MEETING.
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Each such consent shall
be treated for all purposes as a vote at a meeting.
ARTICLE 2 - DIRECTORS
2.1 POWERS.
The business of the corporation shall be managed by a Board of
Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2.2 NUMBER, ELECTION AND QUALIFICATION.
The number of Directors which shall constitute the whole Board of
Directors shall be determined by vote of the stockholders or the Board of
Directors, but shall consist of not less than three Directors (except that
whenever there shall be only two stockholders the number of Directors shall be
not less than two and whenever there shall be only one stockholder or prior to
the issuance of any stock, there shall be at least one Director). The number of
Directors may be decreased at any time and from time to time either by the
stockholders or by a majority of the Directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more Directors. The Directors shall be elected
at the annual meeting of stockholders by such stockholders as have the right to
vote on such election. No Director need be a stockholder of the corporation.
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2.3 ENLARGEMENT OF THE BOARD.
The number of Directors may be increased at any time and from time to
time by the stockholders or by a majority of the Directors then in office.
2.4 TENURE.
Each Director shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified, or until his
earlier death, resignation or removal.
2.5 VACANCIES.
Unless and until filled by the stockholders, any vacancy in the Board of
Directors, however occurring, including a vacancy resulting from an enlargement
of the Board, may be filled by vote of a majority of the Directors present at
any meeting of Directors at which a quorum is present. Each such successor shall
hold office for the unexpired term of his predecessor and until his successor is
chosen and qualified or until his earlier death, resignation or removal.
2.6 RESIGNATION.
Any Director may resign by delivering his written resignation to the
corporation at its principal office or to the President or Clerk. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
2.7 REMOVAL.
A Director may be removed from office with or without cause by vote of
the holders of a majority of the shares entitled to vote in the election of
Directors. However, the Directors elected by the holders of a particular class
or series of stock may be removed from office with or without cause only by vote
of the holders of a majority of the outstanding shares of such class or series.
In addition, a Director may be removed from office for cause by vote of a
majority of the Directors then in office. A Director may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him.
2.8 REGULAR MEETINGS.
Regular meetings of the Directors may be held without call or notice at
such places, within or without Massachusetts, and at such times as the Directors
may from time to time determine, provided that any Director who is absent when
such determination is made shall be given notice of the determination. A regular
meeting of the Directors may be held without a call or notice immediately after
and at the same place as the annual meeting of stockholders.
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2.9 SPECIAL MEETINGS.
Special meetings of the Directors may be held at any time and place,
within or without Massachusetts, designated in a call by the Chairman of the
Board, President, Treasurer, two or more Directors or by one Director in the
event that there is only a single Director in office.
2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS.
Directors or members of any committee designated by the Directors may
participate in a meeting of the Directors or such committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
2.11 NOTICE OF SPECIAL MEETINGS.
Notice of any special meeting of the Directors shall be given to each
Director by the Secretary or Clerk or by the officer or one of the Directors
calling the meeting. Notice shall be duly given to each Director (i) by notice
given to such Director in person or by telephone at least 48 hours in advance of
the meeting, (ii) by sending a telegram or telex, or by delivering written
notice by hand, to his last known business or home address at least 48 hours in
advance of the meeting, or (iii) by mailing written notice to his last known
business or home address at least 72 hours in advance of the meeting. Notice
need not be given to any Director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Director who attends the meeting without protesting prior to the meeting or at
its commencement the lack of notice to him. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting. If notice is
given in person or by telephone, an affidavit of the Secretary, Clerk, officer
or Director who gives such notice that the notice has been duly given shall, in
the absence of fraud, be conclusive evidence that such notice was duly given.
2.12 QUORUM.
At any meeting of the Board of Directors, a majority of the Directors
then in office shall constitute a quorum. Less than a quorum may adjourn any
meeting from time to time without further notice.
2.13 ACTION AT MEETING.
At any meeting of the Board of Directors at which a quorum is present,
the vote of a majority of those present shall be sufficient to take any action,
unless a different vote is specified by law, by the Articles of Organization or
by these By-Laws.
2.14 ACTION BY CONSENT.
Any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting if all the Directors consent to the
action in writing and the
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written consents are filed with the records of the Directors' meetings. Each
such consent shall be treated for all purposes as a vote at a meeting.
2.15 COMMITTEES.
The Board of Directors may, by vote of a majority of the Directors then
in office, elect from their number an executive committee or other committees
and may by like vote delegate to committees so elected some or all of their
powers to the extent permitted by law. Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided by these By-Laws for the Directors. The Board of Directors shall have
the power at any time to fill vacancies in any such committee, to change its
membership or to discharge the committee.
2.16 COMPENSATION OF DIRECTORS.
Directors may be paid such compensation for their services and such
reimbursement for expenses of attendance at meetings as the Board of Directors
may from time to time determine. No such payment shall preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE 3 - OFFICERS
3.1 ENUMERATION.
The officers of the corporation shall consist of a President, a
Treasurer, a Clerk and such other officers with such other titles as the Board
of Directors may determine, including, but not limited to, a Chairman of the
Board, a Vice Chairman of the Board, a Secretary and one or more Vice
Presidents, Assistant Treasurers, Assistant Clerks and Assistant Secretaries.
3.2 ELECTION.
The President, Treasurer and Clerk shall be elected annually by the
Board of Directors at their first meeting following the annual meeting of
stockholders. Other officers may be chosen or appointed by the Board of
Directors at such meeting or at any other meeting.
3.3 QUALIFICATION.
Neither the President nor any other officer need be a director or
stockholder. Any two or more offices may be held by the same person. The Clerk
shall be a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any officer may be required by
the Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may
determine. The premiums for such bonds may be paid by the corporation.
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3.4 TENURE.
Except as otherwise provided by law, by the Articles of Organization or
by these By-Laws, the President, Treasurer and Clerk shall hold office until the
first meeting of the Directors following the next annual meeting of stockholders
and until their respective successors are chosen and qualified; and all other
officers shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, unless a different term is specified in the
vote choosing or appointing them, or until his earlier death, resignation or
removal.
3.5 RESIGNATION AND REMOVAL.
Any officer may resign by delivering his written resignation to the
corporation at its principal office or to the President, Clerk or Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of Directors then in office. An officer may
be removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.
Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.
3.6 VACANCIES.
The Board of Directors may fill any vacancy occurring in any office for
any reason and may, in its discretion, leave unfilled for such period as it may
determine any offices other than those of President, Treasurer and Clerk. Each
such successor shall hold office for the unexpired term of his predecessor and
until his successor is chosen and qualified, or until he sooner dies, resigns or
is removed.
3.7 CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD.
The Board of Directors may appoint a Chairman of the Board and may
designate him as Chief Executive Officer. If the Board of Directors appoints a
Chairman of the Board, he shall perform such duties and possess such powers as
are assigned to him by the Board of Directors. If the Board of Directors
appoints a Vice-Chairman of the Board, he shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties and possess such other
powers as may from time to time be vested in him by the Board of Directors.
3.8 PRESIDENT.
The President shall, subject to the direction of the Board of Directors,
have general charge and supervision of the business of the corporation. Unless
otherwise provided by the
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Board of Directors, he shall preside at all meetings of the stockholders and, if
he is a Director, at all meetings of the Board of Directors. Unless the Board of
Directors has designated the Chairman of the Board or another officer as Chief
Executive Officer, the President shall be the Chief Executive Officer of the
corporation. The President shall perform such other duties and shall possess
such other powers as the Board of Directors may from time to time prescribe.
3.9 VICE PRESIDENTS.
Any Vice President shall perform such duties and possess such powers as
the Board of Directors or the President may from time to time prescribe. In the
event of the absence, inability or refusal to act of the President, the Vice
President (or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors) shall perform the duties of the President
and when so performing shall have all the powers of and be subject to all the
restrictions upon the President. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.
3.10 TREASURER AND ASSISTANT TREASURERS.
The Treasurer shall perform such duties and shall have such powers as
may from time to time be assigned to him by the Board of Directors or the
President. In addition, the Treasurer shall perform such duties and have such
powers as are incident to the office of treasurer, including without limitation
the duty and power to keep and be responsible for all funds and securities of
the corporation, to deposit funds of the corporation in depositories selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the corporation.
The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.
3.11 CLERK AND ASSISTANT CLERKS.
The Clerk shall perform such duties and shall possess such powers as the
Board of Directors or the President may from time to time prescribe. In
addition, the Clerk shall perform such duties and have such powers as are
incident to the office of the clerk, including without limitation the duty and
power to give notices of all meetings of stockholders and special meetings of
the Board of Directors, to attend all meetings of stockholders and the Board of
Directors and keep a record of the proceedings, to maintain a stock ledger and
prepare lists of stockholders and their addresses as required, to be custodian
of corporate records and the corporate seal and to affix and attest to the same
on documents.
Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than
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one, the Assistant Clerks in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Clerk.
In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.
3.12 SECRETARY AND ASSISTANT SECRETARIES.
If a Secretary is appointed, he shall attend all meetings of the Board
of Directors and shall keep a record of the meetings of the Directors. He shall,
when required, notify the Directors of their meetings, and shall possess such
other powers and shall perform such other duties as the Board of Directors or
the President may from time to time prescribe.
Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.
3.13 SALARIES.
Officers of the corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time by
the Board of Directors.
ARTICLE 4 - CAPITAL STOCK
4.1 ISSUE OF CAPITAL STOCK.
Unless otherwise voted by the stockholders, the whole or any part of any
unissued balance of the authorized capital stock of the corporation or the whole
or any part of the capital stock of the corporation held in its treasury may be
issued or disposed of by vote of the Board of Directors, in such manner, for
such consideration and on such terms as the Directors may determine.
4.2 CERTIFICATE OF STOCK.
Each stockholder shall be entitled to a certificate of the capital stock
of the corporation in such form as may be prescribed from time to time by the
Directors. The certificate shall be signed by the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, but when a certificate is
countersigned by a transfer agent or a registrar, other than a Director, officer
or employee of the corporation, such signature may be a facsimile. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the time of its issue.
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Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws,
applicable securities laws or any agreement to which the corporation is a party,
shall have conspicuously noted on the face or back of the certificate either the
full text of the restriction or a statement of the existence of such
restrictions and a statement that the corporation will furnish a copy of the
restrictions to the holder of such certificate upon written request and without
charge. Every certificate issued when the corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized to
be issued or a statement of the existence of such preferences, powers,
qualifications and rights and a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
4.3 TRANSFERS.
Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Articles of Organization or by these By-Laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-Laws.
It shall be the duty of each stockholder to notify the corporation of
his post office address and of his taxpayer identification number.
4.4 RECORD DATE.
The Board of Directors may fix in advance a time not more than 60 days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the making of any distribution to stockholders or the last day
on which the consent or dissent of stockholders may be effectively expressed for
any purpose, as the record date for determining the stockholders having the
right to notice of and to vote at such meeting, and any adjournment, or the
right to receive such dividend or distribution or the right to give such consent
or dissent. In such case only stockholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the
corporation after the record date. Without fixing such record date the Directors
may for any of such purposes close the transfer books for all or any part of
such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the
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record date for determining the stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors acts with
respect to such purpose.
4.5 REPLACEMENT OF CERTIFICATES.
In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a duplicate certificate may be issued in place of the
lost, destroyed or mutilated certificate, upon such terms as the Directors may
prescribe, including the presentation of reasonable evidence of such loss,
destruction or mutilation and the giving of such indemnity as the Directors may
require for the protection of the corporation or any transfer agent or
registrar.
ARTICLE 5 - MISCELLANEOUS PROVISIONS
5.1 FISCAL YEAR.
Except as otherwise set forth in the Articles of Organization or as
otherwise determined from time to time by the Board of Directors, the fiscal
year of the corporation shall in each year end on December 31.
5.2 SEAL.
The seal of the corporation shall, subject to alteration by the
Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.
5.3 VOTING OF SECURITIES.
Except as the Board of Directors may otherwise designate, the President
or Treasurer may waive notice of, and act as, or appoint any person or persons
to act as, proxy or attorney-in-fact for this corporation (with or without power
of substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.
5.4 CORPORATE RECORDS.
The original, or attested copies, of the Articles of Organization,
By-Laws and records of all meetings of the incorporators and stockholders, and
the stock records, which shall contain the names of all stockholders and the
record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the corporation, or at an office of its
transfer agent or of the Clerk. These copies and records need not all be kept in
the same office. They shall be available at all reasonable times for the
inspection of any stockholder for any proper purpose, but not to secure a list
of stockholders for the purpose of selling the list or copies of the list or of
using the list for a purpose other than in the interest of the applicant, as a
stockholder, relative to the affairs of the corporation.
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5.5 EVIDENCE OF AUTHORITY.
A certificate by the Clerk or Secretary, or an Assistant Clerk or
Assistant Secretary, or a temporary Clerk or temporary Secretary, as to any
action taken by the stockholders, Directors, any committee or any officer or
representative of the corporation shall as to all persons who rely on the
certificate in good faith be conclusive evidence of such action.
5.6 ARTICLES OF ORGANIZATION.
All references in these By-Laws to the Articles of Organization shall be
deemed to refer to the Articles of Organization of the corporation, as amended
and in effect from time to time.
5.7 SEVERABILITY.
Any determination that any provision of these By-Laws is for any reason
inapplicable, illegal or ineffective shall not affect or invalidate any other
provision of these By-Laws.
5.8 PRONOUNS.
All pronouns used in these By-Laws shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person
or persons may require.
ARTICLE 6 - AMENDMENTS
These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.
Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.
Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.
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