BY-LAWS
OF
CLIMBING ACQUISITION COMPANY
ARTICLE I
OFFICES
Section 1. The corporation shall maintain a registered office and
registered agent within the State of Delaware at such place as may be designated
from time to time by the board of directors.
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. An annual meeting of stockholders for the election of directors
and the transaction of such other business as may properly be brought before the
meeting shall be held each year on such date and at such time and place, either
within or without the State of Delaware, as shall be designated by the board of
directors.
Section 2. Written notice of each annual meeting stating the place, date
and hour of the meeting 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 3. Except as otherwise provided by the certificate of
incorporation, special meetings of the stockholders, for any purpose or
purposes, 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.
Any special meeting of stockholders shall be held on such date and at such time
and place, either within or without the State of Delaware, as shall be
determined by the officer calling the same or, if the meeting is being held at
the written request of a majority of the board of directors and such request
specifies the date, time and place of such meeting, on the date and at the time
and places specified in such request.
Section 4. Written notice of each 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 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 6. 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 except the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 7. At each meeting of stockholders, the holders of a majority of
the voting power of the stock entitled to vote at the meeting, whether present
in person or represented by proxy, shall constitute a quorum for the
transaction of business, except as otherwise provided by statute or by the
certificate of incorporation.
Section 8. Stockholders shall have the power at any meeting, by the vote of
the holders of a majority of the voting power of the stock present in person or
represented by proxy at such meeting and entitled to vote, to adjourn the
meeting from time to time to a later date or hour or to another place, whether
or not a quorum shall be present or represented at such meeting. 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, Otherwise, notice of any adjourned meeting need
not be given if the date, time and place thereof are announced at the meeting at
which the adjournment is taken.
Section 9. At each meeting of stockholders for the election of directors at
which a quorum is present or represented a plurality of the votes cast shall be
sufficient to elect such directors. All other questions brought before any
meeting of stockholders at which a quorum is present or represented shall be
decided by the vote of the holders of a majority of the voting power of the
stock present in person or represented by proxy at the meeting and entitled to
vote on the subject matter, 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,
and subject to the provisions of statute and these bylaws providing for the
fixing of record dates, each stockholder shall be entitled at every meeting of
the stockholders to one vote for each share of capital stock held by such
stockholder.
Section 11. Each stockholder entitled to vote at a meeting of stockholders
or to express consent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
proxy shall be effective for more than three years from its date, unless the
proxy provides for a longer period.
Section 12. 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 and shall be delivered to the corporation in the manner required by
law. Every such written consent shall bear the date of signature of each
stockholder who signs the consent and no such written consent shall be effective
to take the
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corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered to the corporation in the manner required by law,
written consents signed by a sufficient number of stockholders to take such
action are delivered to the corporation in the manner required by law. Prompt
notice of the taking of any corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of
stockholders were delivered to the corporation in the manner required by law.
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 III, 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 (whether existing or to take effect at a future date)
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 any director
so chosen shall hold office until the next election of directors and until his
or her successor is duly elected and shall qualify, or until his or her earlier
resignation, removal or replacement. 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 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.
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. Regular meetings of the board of directors may be held without
notice on such date and at such time and place as shall be determined from time
to time by the board.
Section 5. Special meetings of the board may be called by the president on
not less than three days' notice to each director, either personally, by
telephone, by mail, by telegram or by any other means of communication, and
special meetings shall be called by the president or secretary in like manner
and on like notice at the written request of one or more of the directors.
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Section 6. At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business. 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 unless the certificate of incorporation shall require
the vote of a greater number. 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 7. 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 8.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.
Committees of Directors
Section 9. The board of directors may 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 by 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 approve or adopt, or
recommend to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to the stockholders for
approval, or to adopt, amend or repeal these by-laws. 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 10. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
Compensation of Directors
Section 11. 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.
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Removal of Directors
Section 12. 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 shares issued and outstanding and entitled to vote at an
election of directors.
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 consumed 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 provides otherwise.
Section 2. The board of directors may appoint such other officers as it
shall deem necessary or appropriate, and such officers shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.
Section 3. The salaries of all officers of the corporation shall be fixed
by or in the manner prescribed by the board of directors.
Section 4. 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 a vote 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.
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The President and Vice Presidents
Section 5. 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 6. The president shall execute bonds, mortgages and other
contracts, except where required or permitted by law to be otherwise signed and
executed, except where signing and execution thereof shall be expressly
delegated by the board of directors to some other officer of the corporation and
except as otherwise permitted by Section 7 of this Article V.
Section 7. In the absence of the president or in the event of his or her
inability to act, 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 8. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
such meetings 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 9. 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), 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 10. 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 11. 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.
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Section 12. 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, representing 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 General Corporation Law, or any
successor provisions enacted from 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.
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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 a record date, which record date shall be, in the case of a
meeting of stockholders or any adjournment thereof, not more than sixty or less
than ten days before the date of such meeting, in the case of any consent to
corporate action in writing without a meeting, not more than ten days after the
date upon which the resolution fixing the record date is adopted by the board of
directors, and, in the case of any other action, not more than sixty days prior
to such 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, In no event shall any record date fixed by the
board of directors pursuant to this Section 5 precede the date upon which the
resolution fixing the record date is adopted by the board of directors.
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. Subject to any restrictions contained in the certificate of
incorporation, the board of directors of the corporation may declare and pay
dividends upon the shares of capital stock of the corporation to the extent
permitted by law. Dividends may be paid 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
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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.
ARTICLE VIII
IDEMNIFICATION
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 to procure a judgment in
its favor 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 but in view of
all the circumstances of the case, 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 director or officer has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article VIII, or in defense of any
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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.
Section 4. Any indemnification under Section 1 or 2 of this Article VIII
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director
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 (a) by a majority vote of the directors who were not
parties to such action, suit or proceeding, even though less than a quorum, or
(b) if there are no such directors, or if such directors so direct, by
independent legal counsel (who may be regular counsel for the corporation) in a
written opinion, or (c) by the stockholders of the corporation.
Section 5. Expenses (including attorney's fees) incurred by any director or
officer of the corporation in defending a civil, criminal, administrative or
investigative 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 director or officer 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 this Article VIII.
Section 6. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII (a) shall not be deemed exclusive of any
other rights of any person under any certificate of incorporation, articles of
incorporation, articles of association, by-laws, agreement, vote of stockholders
or disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such office
(provided that any indemnification realized other than under this Article VIII
shall apply as a credit against any indemnification provided by this Article
VIII), (b) shall continue for a person who has ceased to be a director or
officer and (c) shall inure to the benefit of the heirs, executors and
administrators of such a person.
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 this
Article VIII 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.
Section 8. For purposes of this Article VIII 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 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, 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.
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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.