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Exhibit 3.10
BY-LAWS
of
THE SPIC AND SPAN COMPANY
1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
a. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the
certificate of incorporation and the by-laws as from time to time in
effect.
2. STOCKHOLDERS
a. ANNUAL MEETING. The annual meeting of stockholders shall be held at
such date and time as shall be designated from time to time by the
board of directors or president. If no annual meeting is held in a
given year, the board of directors shall cause the meeting to be held
as soon after the end of such year as convenient, which meeting shall
be designated a special meeting in lieu of the annual meeting.
b. SPECIAL MEETINGS. A special meeting of the stockholders may be called
at any time by the chairman of the board, if any, the president or the
board of directors. A special meeting of the stockholders shall be
called by the secretary, or in the case of the death, absence,
incapacity or refusal of the secretary, by an assistant secretary or
some other officer, upon application of a majority of the directors.
Any such application shall state the purpose or purposes of the
proposed meeting. Any such call shall state the place, date, hour, and
purposes of the meeting.
c. PLACE OF MEETING. All meetings of the stockholders for the election of
directors or for any other purpose shall be held at such place within
or without the State of Delaware as may be determined from time to
time by the chairman of the board, if any, the president or the board
of directors. Any adjourned session of any meeting of the stockholders
shall be held at the place designated in the vote of adjournment.
d. NOTICE OF MEETINGS. Except as otherwise provided by law, a written
notice of each meeting of stockholders stating the place, day and hour
thereof and, in the
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case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days
before the meeting, to each stockholder entitled to vote thereat, and
to each stockholder who, by law, by the certificate of incorporation
or by these by-laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business, or by
depositing it in the United States mail, postage prepaid, and
addressed to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given by the
secretary, or by an officer or person designated by the board of
directors, or in the case of a special meeting by the officer calling
the meeting. As to any adjourned session of any meeting of
stockholders, notice of the adjourned meeting need not be given if the
time and place thereof are announced at the meeting at which the
adjournment was taken except that if the adjournment is for more than
thirty days or if after the adjournment a new record date is set for
the adjourned session, notice of any such adjourned session of the
meeting shall be given in the manner heretofore described. No notice
of any meeting of stockholders or any adjourned session thereof need
be given to a stockholder if a written waiver of notice, executed
before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the
stockholder attends such meeting without objecting at the beginning of
the meeting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any meeting of the stockholders or any
adjourned session thereof need be specified in any written waiver of
notice.
e. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders a quorum as
to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except where a larger quorum is required by law,
by the certificate of incorporation or by these by-laws. Any meeting
may be adjourned from time to time by a majority of the votes properly
cast upon the question, whether or not a quorum is present. If a
quorum is present at an original meeting, a quorum need not be present
at an adjourned session of that meeting. Shares of its own stock
belonging to the corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock,
held by it in a fiduciary capacity.
f. ACTION BY VOTE. When a quorum is present at any meeting, a plurality
of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any
question other than an election to an office shall decide the
question, except when a larger vote is required by law, by the
certificate of incorporation or by these by-laws. No ballot shall be
required
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for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
g. ACTION WITHOUT MEETINGS. Unless otherwise provided in the certificate
of incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be
taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the
corporation by delivery to its registered office in Delaware by hand
or certified or registered mail, return receipt requested, to its
principal place of business or to an officer or agent of the
corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Each such written consent shall
bear the date of signature of each stockholder who signs the consent.
No written consent shall be effective to take the corporate action
referred to therein unless written consents signed by a number of
stockholders sufficient to take such action are delivered to the
corporation in the manner specified in this paragraph within sixty
days of the earliest dated consent so delivered.
If action is taken by consent of stockholders and in accordance with
the foregoing, there shall be filed with the records of the meetings
of stockholders the writing or writings comprising such consent.
If action is taken by less than unanimous consent of stockholders,
prompt notice of the taking of such action without a meeting shall be
given to those who have not consented in writing and a certificate
signed and attested to by the secretary that such notice was given
shall be filed with the records of the meetings of stockholders.
In the event that the action which is consented to is such as would
have required the filing of a certificate under any provision of the
General Corporation Law of the State of Delaware, if such action had
been voted upon by the stockholders at a meeting thereof, the
certificate filed under such provision shall state, in lieu of any
statement required by such provision concerning a vote of
stockholders, that written consent has been given under Section 228 of
said General Corporation Law and that written notice has been given as
provided in such Section 228.
h. PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of
any meeting, objecting to or voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be
signed by the stockholder or by his attorney-in-fact. No
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proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and
only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation
generally. The authorization of a proxy may but need not be limited to
specified action, provided, however, that if a proxy limits its
authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the holder
thereof to vote at any adjourned session but shall not be valid after
the final adjournment thereof.
i. INSPECTORS. The directors or the person presiding at the meeting may,
and shall if required by applicable law, appoint one or more
inspectors of election and any substitute inspectors to act at the
meeting or any adjournment thereof. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspectors shall
make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by
them.
j. LIST OF STOCKHOLDERS. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in
alphabetical order and showing the address of each stockholder and the
number of shares registered in his name. The stock ledger shall be the
only evidence as to who are stockholders entitled to examine such list
or to vote in person or by proxy at such meeting.
3. BOARD OF DIRECTORS
a. NUMBER. The corporation shall have one or more directors, the number
of directors to be determined from time to time by vote of a majority
of the directors then in office. Except in connection with the
election of directors at the annual meeting of stockholders, the
number of directors may be decreased only to
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eliminate vacancies by reason of death, resignation or removal of one
or more directors. No director need be a stockholder.
b. TENURE. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, each director shall hold office
until the next annual meeting and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.
c. POWERS. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors who shall have and
may exercise all the powers of the corporation and do all such lawful
acts and things as are not by law, the certificate of incorporation or
these by-laws directed or required to be exercised or done by the
stockholders.
d. VACANCIES. Vacancies and any newly created directorships resulting
from any increase in the number of directors may be filled by vote of
the holders of the particular class or series of stock entitled to
elect such director at a meeting called for the purpose, or by a
majority of the directors then in office, although less than a quorum,
or by a sole remaining director, in each case elected by the
particular class or series of stock entitled to elect such directors.
When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including
those who have resigned, who were elected by the particular class or
series of stock entitled to elect such resigning director or directors
shall have power to fill such vacancy or vacancies, the vote or action
by writing thereon to take effect when such resignation or
resignations shall become effective. The directors shall have and may
exercise all their powers notwithstanding the existence of one or more
vacancies in their number, subject to any requirements of law or of
the certificate of incorporation or of these by-laws as to the number
of directors required for a quorum or for any vote or other actions.
e. COMMITTEES. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the
existence of any committee or committees, each committee to consist of
one or more of the directors; (b) designate one or more directors as
alternate members of any such committee who may replace any absent or
disqualified member at any meeting of the committee; and (c) determine
the extent to which each such committee shall have and may exercise
the powers of the board of directors in the management of the business
and affairs of the corporation, including the power to authorize the
seal of the corporation to be affixed to all papers which require it
and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers which by law, by
the certificate of incorporation or by
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these by-laws they are prohibited from so delegating. In the absence
or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another member of the board of directors to act at
the meeting in the place of any such absent or disqualified member.
Except as the board of directors may otherwise determine, any
committee may make rules for the conduct of its business, but unless
otherwise provided by the board or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by
these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.
f. REGULAR MEETINGS. Regular meetings of the board of directors may be
held without call or notice at such places within or without the State
of Delaware and at such times as the board may from time to time
determine, provided that notice of the first regular meeting following
any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of
stockholders.
g. SPECIAL MEETINGS. Special meetings of the board of directors may be
held at any time and at any place within or without the State of
Delaware designated in the notice of the meeting, when called by the
chairman of the board, if any, the president, or by one-third or more
in number of the directors, reasonable notice thereof being given to
each director by the secretary or by the chairman of the board, if
any, the president or any one of the directors calling the meeting.
h. NOTICE. It shall be reasonable and sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to him at his usual or
last known business or residence address or to give notice to him in
person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting 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 thereto or at its commencement
the lack of notice to him. Neither notice of a meeting nor a waiver of
a notice need specify the purposes of the meeting.
i. QUORUM. Except as may be otherwise provided by law, by the certificate
of incorporation or by these by-laws, at any meeting of the directors
a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any
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case be less than one-third of the total number of directors
constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned
without further notice.
j. ACTION BY VOTE. Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, when a quorum is
present at any meeting the vote of a majority of the directors present
shall be the act of the board of directors.
k. ACTION WITHOUT A MEETING. Any action required or permitted to be taken
at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing, and such
writing or writings are filed with the records of the meetings of the
board or of such committee. Such consent shall be treated for all
purposes as the act of the board or of such committee, as the case may
be.
l. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
board of directors, or any committee designated by such board, may
participate in a meeting of such board or committee by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other or
by any other means permitted by law. Such participation shall
constitute presence in person at such meeting.
m. COMPENSATION. In the discretion of the board of directors, each
director may be paid such fees for his services as director and be
reimbursed for his reasonable expenses incurred in the performance of
his duties as director as the board of directors from time to time may
determine. Nothing contained in this section shall be construed to
preclude any director from serving the corporation in any other
capacity and receiving reasonable compensation therefor.
n. INTERESTED DIRECTORS AND OFFICERS.
i. No contract or transaction between the corporation and one or
more of its directors or officers, or between the corporation and
any other corporation, partnership, association, or other
organization in which one or more of the corporation's directors
or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or
participates in the meeting of the board or committee thereof
which authorizes the contract or
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transaction, or solely because his or their votes are counted for
such purpose, if:
(1) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to
the board of directors or the committee, and the board or
committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by
vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the
board of directors, a committee thereof, or the
stockholders.
ii. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of
a committee which authorizes the contract or transaction.
4. OFFICERS AND AGENTS
a. ENUMERATION; QUALIFICATION. The officers of the corporation shall be a
president, a treasurer, a secretary and such other officers, if any,
as the board of directors from time to time may in its discretion
elect or appoint including without limitation a chairman of the board,
one or more vice presidents and a controller. The corporation may also
have such agents, if any, as the board of directors from time to time
may in its discretion choose. Any officer may be but none need be a
director or stockholder. Any two or more offices may be held by the
same person. Any officer may be required by the board of directors to
secure the faithful performance of his duties to the corporation by
giving bond in such amount and with sureties or otherwise as the board
of directors may determine.
b. POWERS. Subject to law, to the certificate of incorporation and to the
other provisions of these by-laws, each officer shall have, in
addition to the duties and
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powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the
board of directors may from time to time designate.
c. ELECTION. The officers may be elected by the board of directors at
their first meeting following the annual meeting of the stockholders
or at any other time. At any time or from time to time the directors
may delegate to any officer their power to elect or appoint any other
officer or any agents.
d. TENURE. Each officer shall hold office until the first meeting of the
board of directors following the next annual meeting of the
stockholders and until his respective successor is chosen and
qualified unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner
dies, resigns, is removed or becomes disqualified. Each agent shall
retain his authority at the pleasure of the directors, or the officer
by whom he was appointed or by the officer who then holds agent
appointive power.
e. CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND VICE PRESIDENT. The
chairman of the board, if any, shall have such duties and powers as
shall be designated from time to time by the board of directors.
Unless the board of directors otherwise specifies, the chairman of the
board, or if there is none the chief executive officer, shall preside,
or designate the person who shall preside, at all meetings of the
stockholders and of the board of directors.
Unless the board of directors otherwise specifies, the president shall
be the chief executive officer and shall have direct charge of all
business operations of the corporation and, subject to the control of
the directors, shall have general charge and supervision of the
business of the corporation.
Any vice presidents shall have such duties and powers as shall be set
forth in these by-laws or as shall be designated from time to time by
the board of directors or by the president.
f. TREASURER AND ASSISTANT TREASURERS. Unless the board of directors
otherwise specifies, the treasurer shall be the chief financial
officer of the corporation and shall be in charge of its funds and
valuable papers, and shall have such other duties and powers as may be
designated from time to time by the board of directors or by the
president. If no controller is elected, the treasurer shall, unless
the board of directors otherwise specifies, also have the duties and
powers of the controller.
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Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president
or the treasurer.
g. CONTROLLER AND ASSISTANT CONTROLLERS. If a controller is elected, he
shall, unless the board of directors otherwise specifies, be the chief
accounting officer of the corporation and be in charge of its books of
account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time
to time by the board of directors, the president or the treasurer.
Any assistant controller shall have such duties and powers as shall be
designated from time to time by the board of directors, the president,
the treasurer or the controller.
h. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the stockholders, of the board of directors and of
committees of the board of directors in a book or series of books to
be kept therefor and shall file therein all actions by written consent
of stockholders or directors. In the absence of the secretary from any
meeting, an assistant secretary, or if there be none or he is absent,
a temporary secretary chosen at the meeting, shall record the
proceedings thereof. Unless a transfer agent has been appointed the
secretary shall keep or cause to be kept the stock and transfer
records of the corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in
the name of each stockholder. He shall have such other duties and
powers as may from time to time be designated by the board of
directors or the president.
Any assistant secretaries shall have such duties and powers as shall
be designated from time to time by the board of directors, the
president or the secretary.
5. RESIGNATIONS AND REMOVALS
a. Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the
president, or the secretary or to a meeting of the board of directors.
Such resignation shall be effective upon receipt unless specified to
be effective at some other time, and without in either case the
necessity of its being accepted unless the resignation shall so state.
Except as may be otherwise provided by law, by the certificate of
incorporation or by these by-laws, a director (including persons
elected by stockholders or directors to fill vacancies in the board)
may be removed from office with or without cause by the vote of the
holders of a majority of the issued and outstanding shares of the
particular class or series entitled to vote in the election of such
directors. The board of directors may at any time remove any officer
either with or without
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cause. The board of directors may at any time terminate or modify the
authority of any agent.
6. VACANCIES
a. If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other
officer becomes vacant, any person or body empowered to elect or
appoint that officer may choose a successor. Each such successor shall
hold office for the unexpired term, and in the case of the president,
the treasurer and the secretary until his successor is chosen and
qualified or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Any vacancy of a directorship shall be filled as
specified in Section 3(d) of these by-laws.
7. CAPITAL STOCK
a. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of
the series, if any, of the shares held by him, in such form as shall,
in conformity to law, the certificate of incorporation and the
by-laws, be prescribed from time to time by the board of directors.
Such certificate shall be signed by the chairman or vice chairman of
the board, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an
assistant secretary. Any of or all the signatures on the certificate
may be a facsimile. In case an officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer
agent, or registrar at the time of its issue.
b. LOSS OF CERTIFICATES. In the case of the alleged theft, loss,
destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including
receipt of a bond sufficient to indemnify the corporation against any
claim on account thereof, as the board of directors may prescribe.
8. TRANSFER OF SHARES OF STOCK
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a. TRANSFER ON BOOKS. Subject to the restrictions, if any, stated or
noted on the stock certificate, 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 therefor properly endorsed or
accompanied by a written assignment and power of attorney properly
executed, with necessary transfer stamps affixed, and with such proof
of the authenticity of signature as the board of directors or the
transfer agent of the corporation may reasonably require. Except as
may be otherwise required by law, by the certificate of incorporation
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 receive notice and to vote or to give any consent with
respect thereto and to be held liable for such calls and assessments,
if any, as may lawfully be made thereon, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
properly transferred on the books of the corporation.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
b. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the board of directors may
fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no such record date
is fixed by the board of directors, the record date for determining
the stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which
the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
board of directors may fix a new record date for the adjourned
meeting.
In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which date shall not be more
than ten days after the date upon which the resolution fixing the
record date is adopted by the board of directors. If no such record
date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the board of
directors is required by the General Corporation Law of the State of
Delaware, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is
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delivered to the corporation by delivery to its registered office in
Delaware by hand or certified or registered mail, return receipt
requested, to its principal place of business or to an officer or
agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. If no record
date has been fixed by the board of directors and prior action by the
board of directors is required by the General Corporation Law of the
State of Delaware, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.
In order that the corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment
of any rights or to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action.
If no such record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on
the day on which the board of directors adopts the resolution relating
thereto.
9. CORPORATE SEAL
a. Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware"
and the name of the corporation cut or engraved thereon, together with
such other words, dates or images as may be approved from time to time
by the directors.
10. EXECUTION OF PAPERS
a. Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the corporation shall be
signed by the chairman of the board, if any, the president, a vice
president or the treasurer.
11. FISCAL YEAR
a. The fiscal year of the corporation shall end on the 31st of December.
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12. AMENDMENTS
a. These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of
the voting power of the stock outstanding and entitled to vote. Any
by-law, whether adopted, amended or repealed by the stockholders or
directors, may be amended or reinstated by the stockholders or the
directors.
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