BY-LAWS
OF
CANOE & KAYAK, INC.
ARTICLE I
OFFICERS
Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. The annual meeting of stockholders for the election of directors
and the transaction of other business shall be held annually at such place
either within or without the State of Delaware as shall be designated by the
board of directors and stated in the notice of the meeting. Special meetings of
stockholders for any purpose or purposes may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on such date and
at such time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which stockholders shall elect a
board of directors and transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten or more than sixty days before the date of the
meeting, except as otherwise required by law.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of such stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten or more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting, except as
otherwise required by law.
Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote at a meeting, whether present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote at such meeting, whether present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the voting power of the stock present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes or of the
certificate of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy
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for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be effective for more than three years from its
date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent 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. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The business and affairs of the corporation shall be managed by
or under the direction of a board of one or more directors. The stockholders at
their annual meeting shall determine the number of directors to constitute the
board for the next year, provided that thereafter the authorized number of
directors may be increased by the stockholders or the board and decreased by the
stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
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Meetings of the Board of Directors
Section 3. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 4. The first meeting of each newly elected board of directors shall
be held immediately after the annual meeting of stockholders and at the same
place, and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided that a quorum
shall be present. In the event that such meeting is not held at that time and
place, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by all of the
directors.
Section 5. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
Section 6. Special meetings of the board may be called by the president on
three days' notice to each director, either personally, by telephone, by mail,
by telegram or by any other means of communication; special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of one or more of the directors.
Section 7. At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 8. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 9. Members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence
in person at the meeting.
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Committees of Directors
Section 10. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each consisting of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he, she or they constitute 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.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, but no such committee shall have the power or authority to amend
the certificate of incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amend the by-laws of the corporation; and, unless the resolution of the board
designating the committee expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of stock
or to adopt a certificate of ownership and merger pursuant to the Delaware
General Corporation Law. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors.
Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
Compensation of Directors
Section 12. The board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Removal of Directors
Section 13. Unless otherwise restricted by law, any director or the entire
board of directors may be removed, with or without cause, by the holders of a
majority of the stock issued and outstanding and entitled to vote at an election
of directors.
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ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of statute, certificate of
incorporation or by-laws, notice is required to be given to any stockholder, it
shall not be construed to require personal notice but shall mean such notice as
may be given in writing, by mail, addressed to such stockholder, at such
stockholder's address as it appears on the records of the corporation, with
postage thereon prepaid, and such notice shall be deemed to have been given at
the time when the same shall have been deposited in the United States mail.
Section 2. Whenever any notice is required to be given under the provisions
of statute, certificate of incorporation or by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of 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 regular or special meeting of the
stockholders, directors or a committee of directors need be specified in any
written waiver of notice.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of
directors and shall include a president, a secretary and a treasurer. The board
of directors may also choose a chairman of the board, one or more vice
presidents and one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws provide otherwise.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a secretary and a treasurer
and such other officers as it deems necessary or appropriate.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary or appropriate, and such officers shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.
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Section 4. The salaries of all officers and agents of the corporation shall
be fixed by or in the manner prescribed by the board of directors.
Section 5. Each officer of the corporation shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation may or, in the
case of the president, secretary or treasurer, shall, be filled by the board of
directors.
The President
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors (unless a chairman of the board is currently holding office, in which
event the chairman of the board shall preside at such meetings), shall have
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried out and
put into effect.
Section 7. The president shall execute bonds, mortgages and other
contracts, except where required or permitted by law to be otherwise signed and
executed and except where signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation or except as otherwise permitted in Section 8 hereof.
Section 8. In the absence of the president or in the event of his or her
inability to act, the chairman of the board or the vice president, if any (or if
there is more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election), shall perform the duties of the president, and when so
acting, shall have all the powers of and shall be subject to all the
restrictions upon the president. The vice presidents, if any, shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe.
The Secretary and Assistant Secretaries
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He or she shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or president, under whose supervision he or she shall be.
Section 10. In the absence of the secretary or in the event of his or her
inability to act, the assistant secretary, if any (or if there is more than one,
the assistant secretaries in the order designated by the directors, or in the
absence of any designation, then in the order of their election),
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shall perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
The Treasurer and Assistant Treasurers
Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his or her transactions as treasurer and of the financial condition of the
corporation.
Section 13. In the absence of the treasurer or in the event of his or her
inability to act, the assistant treasurer, if any (or if there is more than one,
the assistant treasurers in the order designated by the directors, or in the
absence of any designation then in the order of their election), shall perform
the duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate signed by, or in the name of the corporation by, the chairman
of the board of directors or the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by such person in the
corporation.
Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be specified.
If the corporation is authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate or certificates which the corporation shall issue to
represent such class or series of stock, provided that, except as otherwise
provided in Section 202 of the Delaware
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General Corporation Law, or any successor provisions enacted from time to time
to time, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate or certificates which the corporation shall
issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designation, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a 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 such
person were such officer, transfer agent or registrar at the date of issue.
Lost Certificates
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or such
owner's legal representative, to give the corporation a bond sufficient to
indemnify it against any claim that may be made against the corporation on
account of the alleged loss, theft or destruction of any such certificate or
certificates or the issuance of such new certificate or certificates.
Transfer of Stock
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Fixing Record Date
Section 5. 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, to express consent to corporate action in writing without a
meeting, 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, in advance, a record date, which shall be not more than sixty
or less than ten
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days before the date of such meeting, or more than sixty days prior to any other
action. 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.
Registered Stockholders
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the Delaware
General Corporation Law.
ARTICLE VII
GENERAL PROVISIONS
Dividends
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions (if any) of the certificate of incorporation, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall deem in the best interests of the corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.
Checks
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
Fiscal Year
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
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ARTICLE VIII
INDEMNIFICATION
Section 1. The corporation shall 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 such corporation) by
reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another 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 such person
in connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she 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 such conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, shall not, of itself, create a presumption that such person had
reasonable cause to believe that such conduct was unlawful.
Section 2. The corporation shall 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 by reason of the fact that
such person is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, provided, however,
that no indemnification shall be made with respect to any claim, issue or matter
as to which such person shall have been adjudged liable to the corporation,
except to the extent that the Court of Chancery of the State of Delaware (or the
court in which such action or suit was brought) determines that despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as such Court of Chancery or other court deems
proper.
Section 3. To the extent that a directoror officer has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections (1) or (2) of this by-law, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
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Section 4. Any indemnification under Sections (1) or (2) of this by-law
(unless ordered by a court) shall be made by the corporation only upon a
determination that indemnification of the director or officer is proper in the
circumstances because he or she has met the applicable standards of conduct set
forth in said Sections (1) and (2). Such determination shall be made (1) by the
board of directors of the corporation by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel (who may be
regular counsel for the, corporation) in a written opinion, or (3) by the
stockholders of the corporation.
Section 5. Expenses incurred by any person who may have a right of
indemnification under these by-laws in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation
pursuant to these by-laws.
Section 6. The indemnification and advancement of expenses provided by, or
granted pursuant to, these by-laws are (a) in addition to and independent of and
shall not be deemed exclusive of any other rights of any person under any
certificate of incorporation, articles of incorporation, articles of
association, by-law, agreement, vote of stockholders or disinterested directors,
or otherwise, (b) apply both to such person's action in an official capacity and
to action in another capacity while holding such office, (c) shall continue for
a person who has ceased to be a director or officer and (d) shall inure to the
benefit of the heirs, executors and administrators of such a person; provided
however that any indemnification realized other than under these by-laws shall
apply as a credit against any indemnification provided by these by-laws.
Section 7. The corporation may 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 such
person and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of these
by-laws or of applicable law, if and whenever the board of directors of the
corporation deems it in the best interests of the corporation to do so.
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Section 8. For the purposes of these by-laws and indemnification hereunder,
any person who is or was a director or officer of any other corporation of which
the corporation owns or controls or at the time in question owned or controlled
directly or indirectly a majority of the shares of stock entitled to vote for
election of directors of such other corporation shall be conclusively presumed
to be serving or have served as such director or officer at the request of the
corporation.
Section 9. The corporation may provide indemnification under these by-laws
to any employee or agent of the corporation or of any other corporation of which
the corporation owns or controls or at the time in question owned or controlled
directly or indirectly a majority of the shares of stock entitled to vote for
election of directors or to any director, officer, employee or agent of any
other corporation, partnership, joint venture, trust or other enterprise in
which the corporation has or at the time had an interest as an owner, creditor
or otherwise, if and whenever the board of directors of the corporation deems it
in the best interests of the corporation to do so.
Section 10. The corporation may, to the fullest extent permitted by
applicable law from time to time in effect, indemnify any and all persons whom
the corporation shall have power to indemnify under such law from and against
any and all of the expenses, liabilities or other matters referred to in or
covered by said law, if and whenever the board of directors of the corporation
deems it to be in the best interests of the corporation to do so.
ARTICLE IX
SEAL
The corporation shall have no seal.
ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors.
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