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EXHIBIT 3.6
BY-LAWS
OF
SOLO MANAGEMENT COMPANY
ARTICLE I
Offices
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office. The corporation may have such other offices, either within or
without the State of Illinois as the business of the Corporation may require
from time to time.
ARTICLE II
Shareholders
SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders
shall be held on the third Thursday in July of each year for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called either by the president, by the board of directors or by the
holders of not less than one-fifth of all the outstanding shares of the
corporation, for the purpose or purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The board of directors may designate
any place, as the place of meeting for any annual meeting or for any special
meeting called by the board of directors. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
business address of the corporation.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
fourteen nor more than forty days before the date of the meeting, or in the case
of a merger or consolidation not less than twenty nor more than forty days
before the meeting, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the
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records of the corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to a exercise any rights in respect to any
change, conversion or exchange of shares or for the purpose of any other lawful
action, the board of directors of the corporation may fix in advance a record
date which shall not be more than forty days and, for a meeting of shareholders,
not less than ten days, or in the case of a merger or consolidation not less
than twenty days, before the date of such meeting. If no record date is fixed,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders, the date on which notice of the meeting is
mailed shall be the record date for such determination of shareholders, and the
record date for the determination of shareholders for any other purpose shall be
the date on which the board of directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.
SECTION 6. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the shareholder
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be open to inspection
by any shareholder for any purpose germane to the meeting, at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and may be inspected by any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.
SECTION 7. QUORUM. The holders of a majority of the outstanding
shares of the corporation, present in person or represented by proxy, shall
constitute a quorum at any meeting of shareholders; provided that if less than a
majority of the outstanding shares are represented at said meeting, a majority
of the shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by The Illinois
Business Corporation Act of 1983, as amended, the Articles of Incorporation or
these by-laws. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not cause failure of
a duly constituted quorum at that meeting.
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SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, or by his duly authorized attorney in fact Such proxy shall be in writing
and filed with the secretary of the corporation before or at the time of the
meeting, at which the proxy is first used. No such proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders, except as otherwise provided by statute, the Articles
of Incorporation, or these by-laws.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the by-laws of such corporation may prescribe, or,
in the absence of such provision, as the board of directors of such corporation
may determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person may be voted by his administrator, executor, court appointed
guardian, or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian, or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or without the State of
Illinois, and consent to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting any corporate
action may be taken.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
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consent in writing, setting forth the action so taken, shall be signed by all
the shareholders entitled to vote with respect to the subject matter thereof.
SECTION 13. INSPECTORS. At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder shall appoint one
or more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
inspector shall be in writing and signed by him or by a majority of them if
there be more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III
Directors
SECTION 1. GENERAL POWERS. The business of the corporation shall
be managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be six (6). Each director shall hold office
until the next annual meeting of shareholders or until his successor shall have
been elected and qualified. Directors need not be residents of Illinois or
shareholders of the corporation. The number of directors may be increased or
decreased from time to time by amendment to the by-laws, but no decrease shall
have the effect of shortening the term of any incumbent director.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after, and at the same place as the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place for holding of
additional regular meetings without notice other than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of
Illinois, as the place for holding any special meeting of the board of directors
called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given in
writing to each director at his business address at least fourteen days prior to
the
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meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage prepaid. If notice be given
by telegram, or mailgram, such notice shall be deemed to be delivered when the
telegram or mailgram is communicated to the telegram company. The attendance of
a director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business at the meeting because it is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for transaction of business at any
meeting of the board of directors, provided that if less than a majority of such
number of directors are present at said meeting, a majority of the directors
present may adjourn the meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by
statute, these by-laws or the Articles of Incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be tilled by reason of an increase in the
number of directors, may be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.
SECTION 9. RESIGNATION AND REMOVAL. Any director or member of a
committee may resign at any time upon written notice to the board of directors,
its chairman, or to the president or secretary of the corporation. One or more
directors may be removed with or without cause at any time by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote, provided that, if done at a meeting, the notice of such meeting states the
name of the director or directors to be removed.
SECTION 10. ACTION WITHOUT A MEETING. Unless specifically
prohibited by the Articles of Incorporation or these by-laws, any action
required to be taken at a meeting of the board of directors, or any other action
which may be taken at a meeting of the board of directors, or of any committee,
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors entitled to vote with
respect to the subject matter thereof, or by all the members of such committee,
as the case may be. Any such consent signed by all the directors or all the
members of the committee shall have the same effect as a unanimous vote, and may
be stated as such in any document filed with the Secretary of State or with
anyone else.
SECTION 11. COMPENSATION. The board of directors, by the
affirmative vote of a majority of directors then in office, and irrespective of
any personal
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interest of any of its members, shall have the authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment previously mentioned in this section shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the corporation
immediately alter the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
SECTION 13. EXECUTIVE COMMITTEE. The board of directors, by
resolution adopted by a majority of the number of directors, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.
SECTION 14. ATTENDANCE BY CONFERENCE TELEPHONE. Members of the
board of directors or of any committees of the board of directors may
participate in and act at any meeting of such board or committee through the use
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other; provided that a
majority of such members consent in writing to the recording of such
communications and provided that such recording is in fact made and becomes a
part of the official corporate records. Participation in such a meeting shall
constitute attendance and presence in person at the meeting of the person or
persons so participating for all purposes.
ARTICLE IV
Officers
SECTION 1. NUMBER. The officers of the corporation shall be a
president, a treasurer, a secretary, and one or more vice-presidents (the number
thereof to be determined) assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the
same person unless prohibited by law.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of
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the board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of any officer shall
not of itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation would be served thereby, and such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. PRESIDENT. The president shall be the principal
executive officer of the corporation. Subject to the direction and control of
the board of directors, he shall be in charge of the business of the
corporation; he shall see that the resolutions and directions of the board of
directors are carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by the board of
directors and, in general, he shall discharge all duties incident to the office
of president and such other duties as may be prescribed by the board of
directors from time to time. He shall preside at all meetings of the
shareholders and of the board of directors. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, he may execute for the corporation
certificates for its shares, and any contracts, deeds, mortgages, bonds, or
other instruments which the board of directors has authorized to be executed,
and he may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors.
according to the requirements of the form of the instrument. He may vote all
securities which the corporation is entitled to vote except as and to the extent
such authority shall be vested in a different officer or agent of the
corporation by the board of directors.
SECTION 5. VICE-PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of his duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors. In the absence of the president or
in the event of his inability or refusal to act, the vice-president (or in the
even there be more than one vice-president, the vice-presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice president (or
each of them if there are more than one) may execute for the
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Corporation certificates for its shares and any contracts, deeds, mortgages,
bonds or other instruments which the board of directors has authorized to be
executed, and he may accomplish such execution either under or without the seal
of the corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.
SECTION 6. TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors.
SECTION 7. SECRETARY. The secretary shall: (a) record the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the last office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have (general charge of the stock
transfer books of the corporation; (g) perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors of these by-laws.
SECTION 9. 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.
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SECTION 10. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
SECTION 11. BONDS. If the board of directors by resolution shall
so require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety or sureties as the board of
directors may deem sufficient, conditioned upon the faithful performance of
their respective duties and offices.
ARTICLE V
Contracts, Loans and Certain Obligations, Checks and Deposits
SECTION 1. CONTRACTS. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS AND CERTAIN OBLIGATIONS. No loans shall be
contracted on behalf of the corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a unanimous resolution of the board
of directors. In addition, no obligations other than those incurred in the
ordinary course of business including, without obligation, guaranties, leases
and purchase money obligations, shall be contracted on behalf of the corporation
unless authorized by a unanimous resolution of the board of directors. Such
authority may be general or confined to specific instances. The corporation may
issue loans to its officers or directors.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidence of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.
ARTICLE VI
Certificates for Shares and Their Transfer
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing
shares of the corporation shall be signed by the president or a vice-president
or by such officer as shall be designated by resolution of the board of
directors and by the secretary or an assistant secretary, and may, but need not
be sealed with the seal or a facsimile of the seal of the corporation. If both
of the signatures of the officers be by facsimile, the certificate shall be
manually signed by or on behalf of a duly authorized transfer agent or clerk.
Each certificate representing shares shall be consecutively
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numbered or otherwise identified, and shall also state the name of the person to
whom issued, the number and class of shares (with designation of series, if
any), the date of issue, that the corporation is organized under Illinois law,
and the par value or a statement that the shares are without par value. If the
corporation is authorized and does issue shares of more than one class or of
series within a class, the certificate shall also contain such information or
statement as may be required by law. The name and address of each shareholder,
the number and class of shares held and the date on which the certificates for
the shares were issued shall be entered on the books of the corporation. The
person in whose name shares stand on the books of the corporation shall be
deemed the owner thereof for all.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares
has allegedly been lost, stolen or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it may
impose.
SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the
corporation shall be made only on the books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto, authorized by power of
attorney duly executed and filed with the secretary of the corporation, and on
surrender for cancellation of the certificate for such shares.
SECTION 4. CANCELLATION OF CERTIFICATES. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued in lieu thereof until the former certificate for a
like number of shares shall have been surrendered and canceled, except as herein
provided with respect to lost, stolen or destroyed certificates.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall be determined by the board of
directors.
ARTICLE VIII
Seal
The corporation may adopt a corporate seal. If a corporate seal is adopted
by the corporation, the corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Illinois". The seal may be used
by causing it of a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE IX
Waiver of Notice
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Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the Articles of Incorporation, or under the
provisions of any statute, a waiver to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X
Amendments
The power to make, alter, amend, or repeal the by-laws of the corporation
shall be vested in the board of directors unless reserved to the shareholders by
the Articles of Incorporation. The by-laws may contain any provisions for tile
regulation and management of the affairs of the corporation not inconsistent
with law or the Articles of Incorporation.
ARTICLE XI
Dividends
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE XII
Reimbursement
Any payments made to an officer or director of the corporation, including
but not limited to salaries, commission, bonuses, interest, rent, travel, or
entertainment expenses, telephone and auto expenses, and insurance premiums,
which shall be disallowed in whole or in part by the Internal Revenue Service or
the Illinois Department of Revenue as a deductible expense by the corporation on
any of its income tax returns, whether state or federal, shall be reimbursed by
such officer or director to the corporation to the full extent of such
disallowance. It shall be the duty of the board of directors to enforce payment
of each amount disallowed. In lieu of payment by the officer or director,
subject to the determination of the board of directors, proportionate amounts
may be withheld from his future compensation or expense account payments until
the amount owed to the corporation has been recovered.
ARTICLE XIII
Indemnification of Officers,
Directors, Employees and Agents
SECTION 1. GENERAL. Notwithstanding any provision in this Article
XIII to the contrary, individuals who serve as directors, officers, employees
and agents shall have all rights of indemnification and defense provided under
law including,
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without limitation, as may now or hereinafter be provided under Article 8 (or
any successor provision) under the Illinois Business Corporation Act of 1983, as
amended.
SECTION 2. THIRD PARTY ACTIONS. The corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the 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 good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action. suit or proceeding by judgment or settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal act or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 3. ACTIONS BY OR ON BEHALF OF THE CORPORATION. The
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent or another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
SECTION 4. INDEMNIFICATION. 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 Sections 2
and 3, 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; provided, however, notwithstanding the
provisions of this Section 4 to the contrary, the corporation may pay any and
all expenses incurred to defend any action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding, as authorized by the board
of directors, upon receipt of an undertaking by or on behalf of the
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director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that such individual is entitled to be indemnified by
the corporation as provided herein.
SECTION 5. DETERMINATION. Any indemnification under Sections 2 and
3 (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made: (a) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a
majority of such a quorum so directs, by independent legal counsel in a written
opinion, or (c) by the shareholders.
SECTION 6. SURVIVORSHIP. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any contract, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 7. INSURANCE. The corporation shall have power to 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
Article.
ARTICLE XIV
Records and Reports
SECTION 1. INSPECTION OF BOOKS AND RECORDS. All books and records
provided for by statute shall be open to inspection of the shareholders from
time to time and to the extent provided by statute, and of otherwise. Any
director may examine such books and records at all reasonable times.
SECTION 2. CLOSING STOCK TRANSFER BOOKS. The Board of Directors
may close the transfer books in its discretion for a period not exceeding sixty
days preceding any meeting, annual or special, of the shareholders, or the day
appointed for the payment of a dividend.
ARTICLE XV
Construction of Terms
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The use of singular and plural words and terms, and of the male or female
gender, in these By-Laws may be construed and applied alternatively in
accordance with the facts and circumstances existing at the time of construction
and application of such words and terms.
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