EX-3.(i)(bb)
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION OF
CMN HOLDING, INC.
1. By a written consent in lieu of a special meeting setting forth a
resolution, signed by all of the directors of the corporation before the
resolution was submitted to & vote of the sole stockholder entitled to vote
thereon, the directors adopted a resolution finding that the following proposed
amendments of the Articles Incorporation of CMN Holding, Inc. were in the best
interests of the corporation and directing that they be submitted to a vote of
the sole stockholder entitled to vote thereon:
That the Articles of Incorporation be amended by striking therefrom
Paragraph 1.1 of THIRD, Division A, Section 1 in its entirety and by
substituting in lieu thereof the following:
1.1. Senior Preferred. The holders of shares of the Senior Preferred
shall be entitled to receive, when and as declared by the board of
directors out of funds legally available for such purpose, dividends in
lawful money of the United States of America at the rate of $12.00 per
share per annum prior to July 1, 1984 and at the rate of $17.00 per share
per annum on and after July 1, 1984, payable quarterly on the last
business day of February, May, August and November in each year,
commencing November 30, 1981, in equal installments. To the extent not
then inconsistent with law or contrary to the then provisions of the
Virginia Stock Corporation Act, the foregoing dividends shall be declared
by the board of directors of the corporation, and when declared shall so
paid to the then holders of the Senior Preferred. As to each issued and
outstanding share of the Senior Preferred such dividends shall accumulate
if not paid whether or not declared, from and after the date of the
original issue of such share.
So long as any share of the Senior Preferred is outstanding, no sums
shall be applied to the payment of any dividend or the making of any other
distribution in respect of the Convertible Preferred or of any other
class of stock ranking junior to the Senior Preferred in respect of
dividends or of the amounts payable upon any voluntary liquidation,
dissolution, or winding up of the corporation (other than a distribution
payable in stock ranking junior to the Senior Preferred, with cash
adjustments for fractional shares), unless a full dividend on each of the
then outstanding shares of Senior Preferred, for all quarterly dividend
periods and for the then current quarterly dividend period, shall
theretofore have been paid at the applicable dividend rate set forth
above. Holders of the Senior Preferred shall be entitled to no
participation rights in any other dividend declared and paid by the
Corporation.
* * *
That the Articles of Incorporation be amended by striking therefrom
Paragraph 1.2 of Article THIRD, Division A, Section 1 in its entirety and
by substituting in lieu thereof the following:
1.2. Convertible Preferred. The holders of shares of the Convertible
Preferred shall be entitled to receive, when and as declared by the board
of directors out of funds legally available for such purpose, dividends in
lawful money of the United States of America at the rate of $10.00 per
share per annum, payable quarterly on the last business day of February,
May, August and November in each year, commencing November 30, 1981 in
equal installments. To the extent not then inconsistent with law or
contrary to the then provisions of the Virginia Stock Corporation Act, the
foregoing dividends shall be declared by the board of directors of the
corporation, and when declared shall be paid to the then holders of the
Convertible Preferred. As to each issued and outstanding share of the
Convertible Preferred such dividends shall accumulate if not paid, whether
or not declared, from and after the date of the original issue of such
share.
So long as any share of the Convertible Preferred is outstanding, no
sums shall be applied to the payment of any dividend or the making of any
other distribution in respect of any class of stock ranking junior to the
Convertible Preferred in respect of dividends or of the amounts payable
upon any voluntary liquidation, dissolution, or winding up of the
Corporation (other than a distribution payable in stock ranking junior to
the Convertible Preferred, with cash adjustment for any fractional
shares), unless a full dividend on each of the
then outstanding shares of the Convertible Preferred, for all quarterly
dividend periods and for the then current quarterly dividend period, shall
theretofore have been paid at the rate set forth above. Holders of the
Convertible Preferred shall be entitled to no participation rights in any
other dividend declared and paid by the Corporation.
2. Said proposed amendments were adopted by the sole stockholder entitled
to vote thereon by a written consent in lieu of a special meeting which set
forth said proposed amendments and which was signed by said sole stockholder.
3. The number of shares of each class of stock of the corporation
outstanding on the record date, the number of shares entitled to vote on each
proposed amendment and the number of shares voted for and against each proposed
amendment were as follows:
A. Shares outstanding, all classes:
Class Shares Outstanding
----- ------------------
Senior Cumulative Preferred Stock 5,000
Junior Convertible Preferred Stock 1,000
Class A Common Stock 1,000
Class B Common Stock 0
B. Shares entitled to vote:
Amendment No. 1: 1,000 shares of Class A Common
Amendment No. 2: 1,000 shares of Class A Common
C. Shares voted:
Amendment No. 1: FOR - 1,000 AGAINST: 0
Amendment No. 2: FOR - 1,000 AGAINST: 0
Executed in the name of the corporation by its President and its Secretary
who declare under penalties of perjury that the facts stated herein are true.
Dated: July 20, 1981 CMN HOLDING, INC.
By
----------------------------
Alan R. Brill, President
By
----------------------------
Bonnie P. Brill, Secretary
ARTICLES OF INCORPORATION
of
CMN HOLDING, INC.
FIRST: Name. The corporation's name is "CMN Holding, Inc.
SECOND: Purpose. The corporation's purposes shall be to transact any or
all lawful business, not required to be stated in the articles of incorporation,
for which corporations may be incorporated, and the corporation shall have all
powers not prohibited by law or required to be stated in the articles of
incorporation.
THIRD: Capital Stock. The corporation is authorized to issue four classes
of stock. The aggregate number of shares which the corporation shall have the
authority to issue, the maximum number of shares of each class that the
corporation is authorized to issue, and the par value of each share of each
class are as follows:
The aggregate number of shares which the corporation shall have the
authority to issue is 8,000, divided as follows:
Name of Class Number of Shares Par Value
------------- ---------------- ---------
Senior Cumulative
Preferred Stock 5,000 $1.00
Junior Convertible
Preferred Stock 1,000 1.00
Class A Common Stock 1,000 1.00
Class B Common Stock 1,000 1.00
A description of the designations, preferences, limitations, voting rights
and relative rights in respect of the shares of
each class is as follows:
As used in these Articles, (a) the term "Preferred Stock" shall refer to
both the Senior Cumulative Preferred Stock, $1.00 par value (the "Senior
Preferred") and the Junior Convertible Preferred Stock, $1.00 par value (the
"Convertible Preferred"); and (b) the term "Common Stock" shall refer to both
the Class A Common Stock, $1 .00 par value (the "Class A Common") and the Class
B Common Stock, $1.00 par value (the "Class B Common"). Certain other terms used
in this Article 3 are defined elsewhere herein.
A. PREFERRED STOCK
1. Dividends.
1.1. Senior Preferred. The holders of shares of the Senior Preferred shall
be entitled to receive, when and as declared by the board of directors out of
funds legally available for such purpose, dividends in lawful money of the
United States of America at the rate of $12.00 per share per annum prior to July
1, 1984 and at the rate of $17.00 per share per annum on and after July 1, 1984,
payable semi-annually on the last business day of May and November in each year,
commencing November 30, 1981, in equal installments. To the extent not then
inconsistent with law or contrary to the then provisions of the Virginia Stock
Corporation Act, the foregoing dividends shall be declared by the board of
directors of the corporation, and when declared shall be paid to the then
holders of the Senior Preferred. As to each
issued and outstanding share of the Senior Preferred such dividends shall
accumulate if not paid, whether or not declared, from and after the date of
original issue of such share.
So long as any share of the Senior Preferred is outstanding, no sums shall
be applied to the payment of any dividend or the making of any other
distribution in respect of the Convertible Preferred or of any other class of
stock ranking junior to the Senior Preferred in respect of dividends or of the
amounts payable upon any voluntary liquidation, dissolution, or winding. up of
the corporation (other than a distribution payable in stock ranking junior to
the Senior Preferred, with cash adjustments for fractional shares), unless a
full dividend on each of the then outstanding shares of Senior Preferred, for
all semi-annual dividend periods and for the then current semi-annual dividend
period, shall theretofore have been paid at the applicable dividend rate set
forth above. Holders of the Senior Preferred shall be entitled to no
participation rights in any other dividend declared and paid by the Corporation.
1.2. Convertible Preferred. The holders of shares of the Convertible
Preferred shall be entitled to receive, when and as declared by the board of
directors out of funds legally available for such purpose, dividends in lawful
money of the United States of America at the rate of $10.00 per share per annum,
payable semi-annually on the last business day of May and November in each year,
commencing November 30, 1981 in equal installments.
To the extent not then inconsistent with law or contrary to the then provisions
of the Virginia Stock Corporation Act, the foregoing dividends shall be declared
by the board of directors of the corporation, and when declared shall be paid to
the then holders of the Convertible Preferred. As to each issued and outstanding
share of the Convertible Preferred such dividends shall accumulate if not paid,
whether or not declared, from and after the date of original issue of such
share.
So long as any share of the Convertible Preferred is outstanding, no sums
shall be applied to the payment of any dividend or the making of any other
distribution in respect of any class of stock ranking junior to the Convertible
Preferred in respect of dividends or of the amounts payable upon any voluntary
liquidation, dissolution, or winding up of the Corporation (other than a
distribution payable in stock ranking junior to the Convertible Preferred, with
cash adjustment for any fractional shares), unless a full dividend on each of
the then outstanding shares of the Convertible Preferred, for all semi-annual
dividend periods and for the then current semi-annual dividend period shall
theretofore have been paid at the rate set forth above. Holders of the
Convertible Preferred shall be entitled to no participation rights in any other
dividend declared and paid by the Corporation.
2. Redemption.
2.1. Redemption of Senior Preferred. The Senior Preferred
shall be redeemable in whole at any time or in part from time to time upon
resolution of the corporation's board of directors upon payment out of funds
legally available therefor in lawful money of the United States of America in
respect of each share redeemed of the sum of $100.00 plus an amount equal to all
dividends accumulated but unpaid on each such redeemed share to the date fixed
for redemption ("Senior Preferred Redemption Price"). Not less than 30 days'
prior written notice shall be given by certified mail, postage prepaid, to each
holder of record of the shares of Senior Preferred to be redeemed, at his post
office address as shown in the records of the corporation. Said notice e shall
specify the redemption price and the place at which and the date, which date
shall not be a legal holiday in The Commonwealth of Massachusetts or The
Commonwealth of Virginia, on which the shares called for redemption will be
redeemed.
2.2. Redemption of Convertible Preferred. The Convertible Preferred shall
be redeemable in whole at any time or in part from time to time upon resolution
of the corporation's board of directors upon payment out of funds legally
available therefor in lawful money of the United States of America in respect of
each share redeemed (a) of the sum of $3,500.00 for the period through April 30,
1985, increasing by $250.00 on the last day of each succeeding period of three
consecutive calendar months thereafter, or (b) after May 30, 1984 the greater of
(i) such value described in (a), or (ii) .00050 times an amount equal to
the then appraised value of corporation reduced by $100.00 per share for each
share of Senior Preferred then outstanding (for an aggregate redemption price if
all 1,000 shares of the Convertible Preferred is then issued and outstanding of
.50 times such reduced appraised value) such appraised value to be determined on
a consolidated basis for corporation and its subsidiaries, as at the end of the
then most recent financial reporting quarter for the corporation at the time of
any such redemption, plus, in either case, an amount equal to all dividends
accumulated but unpaid on each such redeemed share to the date fixed for
redemption, which greater price and any such accumulated but unpaid dividends
shall be the redemption price ("Convertible Preferred Redemption Price"). Not
less than 30 days' prior written notice shall be given by certified mail,
postage prepaid, to each holder of record of the shares of Convertible Preferred
to be redeemed, at his post office address as shown in the records of the
corporation. Said notice shall specify the redemption, price and the place at
which and the date, which date shall not be a legal holiday in The Commonwealth
of Massachusetts or The Commonwealth of Virginia, on which the shares called for
redemption will be redeemed.
2.3. Notice of Redemption. If written notice of redemption of Preferred
Stock shall have been duly given and a sum sufficient for such redemption shall
have been deposited with a bank or trust company with irrevocable instructions
and authority
to pay the Senior Preferred Redemption Price or the Convertible Preferred
Redemption Price, as the case may be, to the then holders of shares of Preferred
Stock so called for redemption upon surrender of certificates therefor, then,
notwithstanding that any certificate for shares so called for redemption shall
not have been surrendered for cancellation, on and after the date which is the
later of the date of mailing such notice of redemption or deposit of the Senior
Preferred Redemption Price or the Convertible Preferred Redemption Price, as the
case may be, the shares so called for redemption shall no longer be deemed
outstanding, any dividends then payable thereon shall cease to accumulate, and
all rights (including without limitation, with respect to the Convertible
Preferred the right to convert into shares of Class B Common pursuant to Section
5 hereof) with respect to the shares so called for redemption shall forthwith
cease and determine, excepting only the right of the holders thereof to receive
the amount payable upon redemption thereof, without interest.
2.4. Manner of Redemption. Subject to the provisions hereof, the board of
directors shall have authority to prescribe the manner in which the Preferred
Stock shall be redeemed from time to time; provided, however, that in the case
of the redemption of only a part of the outstanding shares of either the Senior
Preferred or Convertible Preferred, there shall be so redeemed from each
registered holder thereof in whole shares, as
nearly as practicable to the nearest share, the proportion of all of the shares
of such class to be redeemed which the number of shares held of record by such
holder bears to the total number of shares of such class at the time
outstanding.
2.5. Interest; Escheat. From time to time any bank or trust company
holding any funds deposited for redemption of any shares of Preferred Stock
shall pay to the corporation any interest accrued on such deposited funds; any
funds so deposited and unclaimed at the end of the period of time prescribed by
ss. 55-210.6 of the Code of Virginia, or any successor provision, as from time
to time amended, shall be disposed of in accordance with the then existing laws
of the Commonwealth of Virginia, and each holder of a share of Preferred Stock
so called for redemption who shall not have received the applicable redemption
price therefor prior to such disposition shall have only such rights as are
accorded such a stockholder under the then existing laws of the Commonwealth of
Virginia.
2.6. Redeemed, Converted, or Otherwise Acquired Shares to be Retired. Any
shares of the Preferred Stock redeemed pursuant to this Section 2 or of the
Convertible Preferred surrendered for conversion pursuant to Section 5 of this
Subdivision A or otherwise acquired by the corporation in any manner whatsoever
shall be permanently retired and shall not under any circumstances be reissued,
and the corporation shall from time to time take such appropriate corporate
action as may be necessary
to reduce the authorized Preferred Stock accordingly.
3. Voting Rights of Preferred Stock. Except as voting rights may be
expressly conferred upon any such shares by the laws of the Commonwealth of
Virginia as in effect at the time, the holders of shares of Preferred Stock
shall have no right to vote on any matter.
4. Voluntary Liquidation. Upon any voluntary dissolution, liquidation, or
winding up of the corporation, after provision for payment and discharge of (or
making adequate provision for) all known debts, obligations, and liabilities of
the corporation, (a) the holders of the shares of the Senior Preferred shall be
entitled, before any distribution or payment is made upon any shares of the
Convertible Preferred or the Common Stock, to be paid in cash for each such
share an amount equal to the Senior Preferred Redemption Price (the "Senior
Preferred Liquidation Price") and (b) the holders of the shares of the
Convertible Preferred shall be entitled, before any distribution or payment is
made upon the Common Stock, to be paid in case for each such share then issued
and outstanding an amount equal :0 the Convertible Preferred Redemption Price
("Convertible Preferred Liquidation Price"), such amounts being hereinafter
sometime. referred to as "Liquidation Payments."
If upon any voluntary liquidation, dissolution, or winding up, after
payment and discharge of, or making adequate provision for, all known debts,
obligations, and liabilities of the
corporation, the corporation's then assets shall be insufficient to permit
payment to said holders of the Senior Preferred Liquidation Price, then all of
the assets of the corporation then remaining shall be distributed ratably among
the then holders of the shares of Senior Preferred. If upon such voluntary
liquidation, dissolution, or winding up, the assets to be distributed among the
then holders of the shares of Convertible Preferred, after any permitted payment
of the Senior Preferred Liquidation Price to the then holders of shares of
Senior Preferred, shall be insufficient to permit payment to said holders of
shares of Convertible Preferred of the Convertible Preferred Liquidation Price,
then all of the assets of the corporation then remaining shall be distributed
ratably among the holders of the shares of Convertible Preferred Written notice
of such voluntary liquidation, dissolution, or winding up, stating a payment
date, the amount of the Liquidation Payments and the place where said sums shall
be payable and, in the case of the Convertible Preferred, containing a statement
of or reference to the conversion right set forth in Section 5 of this
Subdivision A, shall be given by certified mail, postage prepaid, not less than
30 days prior to the payment date stated therein, to the holders of record of
the Preferred Stock, such notice to be addressed to each holder at his post
office address as shown by the records of the corporation. Neither consolidation
nor merger of the corporation into or with any other corporation or
corporations, nor any other corporation's merger into the corporation, nor the
sale or transfer by the corporation of all or any part of its assets, nor the
reduction of the capital stock of the corporation, shall be deemed to be a
liquidation, dissolution or winding up of the corporation within the meaning of
any of the provisions of this Section 4.
5. Conversion of Convertible Preferred into Common Stock. Subject to the
terms and conditions of this Section 5, the holder of any share of Convertible
Preferred shall have the right at any time (except as otherwise may be
restricted by a written agreement executed by the corporation and the holder of
any share of Convertible Preferred upon issuance of such share, and except that
upon any liquidation of the corporation, such right to convert shall terminate
at the close of business on the last business day before the payment date
specified in the notice given pursuant to Section 4 of this Subdivision A), at
his option, to convert all or a portion of the shares of Convertible Preferred
held by him into the same number of shares of Class B Common. Such right of
conversion shall be exercised by the holder thereof by giving written notice to
the corporation that such holder elects to convert a stated number of shares of
the Convertible Preferred into shares of Class B Common Stock on the date
specified in such notice ("Conversion Date") and by surrender of the certificate
or certificates for the Convertible Preferred so to be converted to the
corporation, at the principal
office of the corporation in Charlottesville, Virginia (or at such other office
as the corporation may designate by written notice, given by certified mail,
postage prepaid, to all holders of Convertible Preferred) at any time during its
usual business hours on or before the Conversion Date, duly endorsed or assigned
to the corporation (if requested by it), together with a statement of the name
or names (with addresses) of the person or persons to whom the certificates for
Class B Common shall be issued upon conversion.
Promptly after receipt of the written notice from said holder referred to
above and surrender of the certificate or certificates for the share or shares
of Convertible Preferred to be converted, the corporation shall issue and mail,
or cause to be issued and mailed, to said holder at the then address for such
stockholder appearing on the corporation's records, registered in such name or
names as such holder may direct, a certificate or certificates for then number
of full shares of Class B Common issuable upon the conversion of such share or
shares. To the extent permitted by law, such conversion shall be deemed to have
been effected as of the close of business on the Conversion Date, and at such
time the rights of the holder of such share or shares as such holder shall
cease, and the person or persons in whose name or names any certificate or
certificates for shares of Class B Common shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares of
Class B Common represented thereby.
B. COMMON STOCK
1. Dividend and Other Rights. The dividend and other rights of a holder of
one share of Class A Common shall be identical to the dividend and other rights
of a holder of one share of Class R Common, except as provided herein with
respect to voting. No purchase or other retirement by the corporation, directly
or indirectly through a Subsidiary or otherwise of any share of Class A Common,
nor any distribution on or payment in respect of any share of Class A Common,
nor any other benefit or preference of any sort whatsoever relating to any share
of Class A Common shall be made or accorded unless made or accorded ratably
among all holders of Common Stock in proportion to the number of shares of
Common Stock owned by each.
2. Voting Rights. The two classes of Common Stock shall vote as a single
class at all stockholders' meetings unless otherwise provided by law or by these
Articles of Incorporation. Every holder of record of shares of Class A Common
shall have the right, at every stockholders' meeting, to one vote for every
share of Class A Common standing in his name on the books of the corporation.
Every holder of record of Class B Common shall have the right, at every
stockholders' meeting, to such number of votes as would cause the aggregate vote
possessed by all holders of Class B Common to equal 10% of the aggregate vote
possessed by all holders of the Common Stock.
3. Reservation. The corporation will at all times reserve and keep
available all of its authorized but unissued shares of Class B Common, solely
for the purpose of issue upon the conversion of the shares of the Convertible
Preferred as herein provided. The corporation covenants that all shares of the
Class B Common which shall be so issuable shall, when issued, be duly and
validly issued, fully paid, and nonassessable.
The issuance of certificates for Class B Common upon such conversion as
hereinabove set forth shall be made without charge to the holders of such Class
B Common for any issuance tax in respect thereof, provided that the corporation
shall not be required to pay any taxes which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the holder of shares converted.
C. CERTAIN OTHER PROVISIONS
1. Preemptive Rights. No holder of any share of Preferred Stock or Common
Stock shall have any preemptive right to subscribe for additional shares of any
class of capital stock or to receive warrants or rights for the purchase of
shares of any class of stock or to receive securities convertible into shares of
any class of stock.
2. Dissolution; Liquidation. Upon any involuntary dissolution of the
corporation, after provision for payment and discharge of (or making adequate
provision for) all known debts, obligations, and liabilities of the corporation,
the then
remaining net assets of the corporation shall be distributed ratably among the
then holders of any then issued and outstanding shares of Preferred Stock in
proportion to the number of shares of Preferred Stock then owned by each. If
upon such involuntary dissolution no share of Preferred Stock is then issued and
outstanding, the remaining net assets of the corporation shall be distributed
ratably among the then holders of shares of the corporation's Common Stock in
proportion to the number of shares of Common Stock then owned by each. Upon any
involuntary dissolution no share of Preferred Stock shall be entitled to any
preferential payment, Liquidation Payment, or any prior right in the assets of
the corporation.
FOURTH: Stated Capital. The stated capital of the corporation may be
reduced in any manner provided by law without the assent of the stockholders of
the corporation.
FIFTH: Transfer of Shares. Transfer of any share of the capital stock of
the corporation shall be made only on the stock transfer 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 share. The person in whose name any share of capital stock
of the corporation stands on the books of the corporation shall be deemed by the
corporation to be the owner of
such share for all purposes.
SIXTH: Registered Office and Agent. The post office address of the initial
registered agent is 1200 Mutual Building, in the City of Richmond, Virginia, and
the initial registered agent at that address is Charles W. Laughlin who is a
resident of the State of Virginia and a member of the Virginia State Bar.
SEVENTH: Board of Directors. The number of directors shall not be less
than the minimum number prescribed by law and, except for the initial board of
directors, shall be fixed by the bylaws of the corporation. Initially all shares
of the corporation will be owned of record by one stockholder, and the initial
board of directors shall consist of one director whose name and address is:
Name: Address:
----- --------
Alan R. Brill 1162 Woodberry Road
Charlottesville, VA 22901
EIGHTH: Indemnity. The corporation shall indemnify each director and
officer against liabilities (including judgments and fines and reasonable
attorney's fees, costs and expenses) incurred by him in connection with any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, (any of which is hereinafter
referred to as a "proceeding") to which he may be made a party by reason of his
being or having been a director or officer of the corporation, except in
relation to any proceeding in which he has been adjudged liable because of
willful
misconduct, bad faith or gross negligence involved in the conduct of his office,
or in relation to any criminal proceeding, in which he had reasonable cause to
believe his conduct was unlawful (any of which behavior is hereinafter referred
to as "misfeasance"), provided, however, that even if he is guilty of
misfeasance he shall be entitled to such indemnification as shall be finally
ordered by a court. In the event of the disposition of any proceeding in which
no determination of misfeasance has been made, such indemnity shall be
conditioned upon a prior determination that the director or officer acted in
good faith and without misfeasance, and that such payments or obligations are
reasonable. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
proceeding, (ii) by independent legal counsel in a written opinion if such a
quorum is not obtainable, or, even if obtainable, if a majority of disinterested
directors so directs, or (iii) by the shareholders. Directors eligible to make
any such determination or to refer any such determination to independent legal
counsel must act with reasonable promptness when indemnification is sought by
any director or officer.
Expenses incurred in defending any proceeding may be paid by the
corporation in advance of the final disposition of such proceeding, if
authorized in the manner set forth in the preceding paragraph, upon receipt of
an undertaking by or on
behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification.
Every reference herein to director or officer shall include every director
or former director officer of the corporation and every person who may have
served at the request of the corporation or one of its subsidiaries as a
director or officer or in a similar capacity and, in all such cases, the heirs,
executors, and administrators of such officer or director.
The corporation may further indemnify each officer and director in any
other manner permitted by law, and shall so indemnify them if directed to do so
by the stockholders.
Dated: May 21, 1981
--------------------------------
Douglas R. Maxwell, Incorporator