BY-LAWS
OF
ALPINE LIFE INSURANCE COMPANY
ARTICLE 1
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STOCKHOLDERS
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SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the
stockholders of the Corporation for the election of Directors and the
transaction of such other business as may properly come before such meeting
shall be held at 3:00 P.M. Eastern Time, on the Wednesday after the fourth
Tuesday in April (or, if such day is a legal holiday, then on the next
succeeding business day) at such place (within or without the State of New
Jersey) or such other date and hour, as may be fixed from time to time by the
Board of Directors and set forth in the notice of such meeting.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the
stockholders may be called at any time by the Chairman of the Board, the
President, a majority of the Board of Directors, or the stockholders of
record of a majority of the outstanding voting stock of the Corporation. A
special meeting of the stockholders may be held at such place and time
(within or without the State of New Jersey) as shall be specified in the
notice of such meeting. The business transacted at each such meeting shall
be confined to the objects stated in the notice of meeting.
SECTION 1.03. NOTICE OF MEETINGS. The Secretary shall cause
written notice of the place, date and hour of each meeting of the
stockholders, and, in the case of a special meeting, the purpose or purposes
for which such meeting is called, to be given,
except as may be otherwise required by law, not less than 10 or more than 60
days before the date of such meeting, to each stockholder of record entitled
to vote at such meeting. The Board of Directors may fix, in advance, a
record date which shall not be more than 60 nor less than 10 days before the
date of such meeting. Notice may be delivered personally or sent by first
class mail addressed to the stockholder at such stockholder's address as it
appears on the records of the Corporation and shall be deemed given upon
mailing. Notice of any adjourned meeting of the stockholders of the
Corporation need not be given, except as otherwise required by law.
SECTION 1.04. WAIVER OF NOTICE. Whenever notice is required
to be given under any provision of law, the Certificate of Incorporation,
By-Laws or by resolution of the Board of Directors, a written waiver thereof,
signed by the person entitled to notice, whether before of after the time
stated therein, shall be deemed equivalent to notice. 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, and makes such objection
immediately upon the commencement thereof.
SECTION 1.05. QUORUM. Except as otherwise required by law,
the presence in person or by proxy of the holders of record of a majority of
the stock entitled to vote at a meeting of stockholders shall constitute a
quorum for the transaction of business at such meeting. When a quorum is
once present to organize a meeting, it is not broken by the subsequent
withdrawal of any stockholder.
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SECTION 1.06. VOTING. Every holder of record of stock
entitled to vote at a meeting of stockholders shall be entitled to one vote
in person or by proxy for each share outstanding in such stockholder's name
on the books of the Corporation. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, the vote of a majority of the
shares represented in person or by proxy at any meeting at which a quorum is
present shall be sufficient for the transaction of any business at such
meeting. Except as otherwise required by law or by these By-Laws, all voting
may be VIVA VOCE.
SECTION 1.07. INSPECTORS AT STOCKHOLDERS' MEETINGS. The
Board of Directors, in advance of any stockholders' meeting, may appoint or
provide for the appointment of one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed the person
presiding at the stockholders' meeting may appoint on or more inspectors.
Each inspector, before entering upon the discharge of such person's duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting impartially and according to the best of such person's ability.
The inspectors shall determine the number of shares of stock outstanding and
the voting power of each, the number of shares of stock represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting of any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing on any challenge, question or matter determined by them
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and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated
and of the vote as certified by them.
SECTION 1.08. ORDER OF BUSINESS. At any meeting of
stockholders the following shall be the order of business, unless the
presiding officer shall otherwise determine.
1. Filing of proxies.
2. Filing proof of proper notice of meeting.
3. Election of Directors.
4. Other business.
5. Reports of Officers.
SECTION 1.09. CONSENT OF STOCKHOLDERS IN LIEU OF
MEETING. To the fullest extent permitted by law, whenever any action is
required or permitted to be taken at a meeting of stockholders by law, by the
Certificate of Incorporation or by By-Laws, such action may be taken without
a meeting, without prior notice and without a vote of stockholder, 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. The Board
of Directors may fix, in advance, a record date to express consent to any
corporate action in writing, not more than 60 days prior to any other action.
If no such record date is fixed, the record date shall be the date on which
the first written consent is received. Prompt notice of the taking 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.
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ARTICLE II
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BOARD OF DIRECTORS
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Section 2.01. GENERAL POWERS. Except as may be otherwise
provided by law, by the Certificate of Incorporation or by these By-Laws, the
property, affairs and business of the Corporation shall be managed under the
direction of the Board of Directors and the Board may exercise all powers of
the Corporation.
Section 2.02. NUMBER. The Board of Directors shall consist
of such number of Directors as may be determined from time to time by
resolution of the Stockholders, or except to the extent otherwise restricted
by the Stockholders, by the Board, but such number shall not be less than the
minimum number required by the New Jersey Business Corporation Act.
Section 2.03. ELECTION AND TERM OF DIRECTORS. Except as
otherwise provided in Section 2.11 of these By-Laws, the Directors shall be
elected at each annual meeting of the stockholders to hold office until the
next annual meeting of stockholders. Each Director shall hold office until
the expirations of the term for which such Director is elected and until a
successor has been elected and has qualified, or until such Director's
earlier death, resignation or removal. If the annual meeting of stockholders
is not held on the date designated therefor, the Directors shall cause the
meeting to be held as soon thereafter as convenient. At each meeting of the
stockholders for the election of Directors, at which a quorum is present, the
Directors shall be elected by a plurality of the votes cast by the holders of
shares entitled to vote in such election. Members of the initial Board of
Directors shall hold office until the first annual meeting of stockholders
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or until their successors have been elected and qualified. The Board of
Directors shall select one of its members to serve as Chairman of the Board.
The Chairman shall preside at all meetings of the Board of Directors and all
annual meetings of stockholders.
Section 2.04. ANNUAL AND REGULAR MEETINGS. An annual
organizational meeting of the Board of Directors shall be held immediately
following adjournment of the annual meeting of stockholders at the place of
such annual meeting. Notice of such meeting of the Board need not be given.
The Board from time to time may provide for the holding of other regular
meetings and fix the place (which may be within or without the State of New
Jersey) and time of such meetings. Notice of regular meetings need not be
give, except that if the Board shall fix or change the time or place of any
regular meeting, notice of such action shall be promptly communicated
personally or by telephone or sent by first class mail, telegraph, radio or
cable, to each Director who shall have not been present at the meeting at
which such action was taken, addressed to such Director at such Director's
residence, usual place of business or other address designated with the
Secretary for such purposes.
Section 2.05. SPECIAL MEETINGS; NOTICE. Special meetings of
the board of Directors shall be held whenever called by the Chairman of the
Board or the president, or in the absence or disability of both, by any
Vice-President, or by the Secretary at the request of any two Directors, at
such place (within or without the State of New Jersey) as may be specified in
the respective notices or waivers of notice of such meeting. Except as
otherwise provided by law, a notice of such special meeting, stating the time
and place thereof, shall be mailed to each Director addressed to such
Director's residence, usual place of business, or other address designated
with the Secretary for such purpose, at least
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two business days before the special meeting is to be held, or shall be sent
to such Director at such place by telegraph, radio or cable, or delivered
personally or by telephone not later than the day before the day on which
such meeting is to be held. Notice may be waived in accordance with Section
1.04 of these By-Laws.
Section 2.06. QUORUM; VOTING. Subject to the provisions of
Section 2.12 hereof, at all meetings of the Board of Directors the presence
of a majority of the total number of Directors shall constitute a quorum for
the transaction of business, except that if at any time the Board of
Directors shall consist of only one Director, then one Director shall
constitute a quorum. Except as otherwise required by law, the vote of the
greater of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 2.07 ADJOURNMENT. A majority of the Directors
present, whether or not a quorum is present, may adjourn any regular or
special meeting to another time and place. Notice of the adjourned meeting
conforming to the requirements of Section 2.05 hereof shall be given to each
Director except that no notice of an adjournment or postponement of a meeting
need be given if a majority of the Board of Directors is present or if the
adjournment or postponement is to a later hour on the same date, at the same
place.
Section 2.08. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing, and
such writings are filed with the minutes of proceedings of the Board.
Section 2.09. MANNER OF ACTING. To the extent consistent
with law, the Certificate of Incorporation and the By-Laws, the Board of
Directors may adopt such
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rules and regulations for the conduct of meetings of the Board and for the
management of the property, affairs and business of the Corporation as the
Board may deem appropriate. Members of the Board of Directors or of any
Committee thereof may participate in a meeting of the Board or of such
Committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence
in person at such meetings.
Section 2.10. RESIGNATIONS. Any Director may resign at any
time by delivering a written notice of resignation signed by such Director to
the Chairman of the Board, the President, a Vice-President or the Secretary.
Such resignation shall take effect upon the later of delivery or the date
specified therein.
Section 2.11. REMOVAL OF DIRECTORS. Any or all of the
Directors may be removed at any time, either with or without cause, by vote
of the stockholders. Except as otherwise precluded by law any director may be
removed at any time, with or without cause, by resolution of a majority of
the entire Board of Directors. Any vacancy in the Board, caused by any
removal of a Director by vote of the stockholders, may be filled by the
stockholders entitled to vote for the election of the Director so removed.
If such stockholders do not fill such vacancy at the meeting at which such
removal was effected (or in the written instrument effecting such removal, is
such removal was effected by consent without a meeting), such vacancy may be
filled in the manner provided in Section 2.12 hereof.
Section 2.12. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Subject to the provisions of Section 2.11 hereof, any newly created
directorship resulting from an
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increase in the number of Directors and any vacancy occurring in the Board of
Directors for any reason (including, without limitation, the removal of a
Director) may be filled by vote of a majority of the Directors then in
office, although less than a quorum exists, or by a sole remaining Director.
A Director elected to fill a vacancy shall be elected to hold office for the
unexpired term of a predecessor. Any such newly created directorship and any
such vacancy may also be filled at any time by vote of the stockholders.
Section 2.13. COMPENSATION. The amount, if any, which each
Director shall be entitled to receive as compensation for services as a
Director may be fixed from time to time by the Board of Directors within
limits established by the stockholders. This section of the By-Laws may not
be amended or repealed except by the stockholders.
Section 2.14. RELIANCE ON ACCOUNTS AND REPORTS, ETC. Any
Director, or a member of any Committee designated by the Board of Directors,
shall, in the performance of such duties, be fully protected in relying in
good faith upon the books of account or reports made to the Corporation by
any of its officers, or by an independent certified public accountant, or by
an appraiser selected with reasonable care by the Board or by any such
Committee, or in relying in good faith upon other records of the Corporation.
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ARTICLE III
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COMMITTEES
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Section 3.01. HOW CONSTITUTED. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate one of
more Committees of the Board, each such Committee to consist of two or more
Directors as from time to time may be fixed by resolution similarly adopted.
The Board may designate one or more Directors as alternate members of any
such Committee, who may replace any absent or disqualified member or members
at any meeting of such Committee. Any committee may be abolished or
redesignated from time to time by resolution or resolutions similarly
adopted. Each member (which term, when used in this Article, shall include
alternate members acting in the stead of absent or disqualified members) of
any such Committee shall hold office until replaced by a successor or until
such earlier time as such member shall cease to be a Director or resigns or
is removed from such Committee.
Section 3.02. POWERS. Each Committee shall have and may
exercise the powers and authority of the Board of Directors in the management
of the property, affairs and business of the Corporation, to the extent
provided by the resolution of the Board of Directors establishing or
designating such Committee and may authorize the seal of the Corporation to
be affixed to all papers which may require it.
Section 3.03. PROCEEDINGS. Any such Committee may fix its
own rules or procedure and may meet at such place (within or without the
State of New Jersey), at such date and time and upon such notice, if any, as
such committee shall determine from time to time. Each such Committee shall
keep a record of its proceedings and shall report
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such proceedings to the Board of Directors at the first meeting of the Board
following any such proceedings.
Section 3.04. QUORUM AND MANNER OF ACTING. Except as may be
otherwise provided in the resolution designating any such Committee, at all
meetings of any such Committee the presence of members constituting at
least one half of the total authorized membership of such Committee shall
constitute a quorum for the transaction of business. The act of the majority
of the members present at any meeting at which a quorum is present, shall be
the act of such Committee. Any action required or permitted to be taken at
any meeting of any such Committee may be taken without a meeting, if all
members of such Committee shall consent to such action in writing and such
writing or writings are filed with the minutes of the proceedings of the
Committee.
Section 3.05. RESIGNATIONS. Any member may resign from any
Committee at any time by delivering a written notice of resignation signed by
such member to the Chairman, the President, a Vice-President or the
Secretary. Such resignation shall take effect upon the later of delivery or
the date specified therein.
Section 3.06. REMOVAL. Any member of any such Committee may
be removed at any time, with or without cause, by resolution adopted by the
Board or by a majority of the whole Committee.
Section 3.07. VACANCIES. If any vacancy shall occur in any
such Committee, by reason of disqualification, death, resignation, removal or
otherwise, the remaining members shall continue to act and any vacancy may be
filled by resolution adopted by a majority of the whole Board of Directors.
11
Section 3.08. SPECIAL COMMITTEES. Nothing herein shall be
deemed to preclude the Board of Directors or the chief executive officer from
appointing one or more Special Committees, which may be comprised in whole or
in part of Directors, for such purposes and having such functions as may be
lawfully delegated under law, the Certificate of Incorporation and these
By-Laws, provided however no such Special Committee shall have or may
exercise any authority of the Board.
ARTICLE IV
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OFFICERS
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Section 4.01. TERM AND TITLES. The officers of the
Corporation shall be elected or appointed by the Board of Directors and
shall hold office at the pleasure of the Board or until the election or
appointment and the qualification of a successor. There shall be a
President, one or more Vice-Presidents, a Secretary and a Treasurer. The
President shall be chosen from among the members of the Board of Directors.
The Board of Directors may also elect or appoint such other officers and
agents, having such titles and with such responsibilities (including but not
limited to Assistants of the titles previously mentioned) as it deems
appropriate. The Board of Directors from time to time may delegate to the
chief executive officer the power to appoint such other officers or agents
and to prescribe their respective rights, terms of office, authorities and
duties. Any two or more offices may be held by the same person.
Section 4.02. CHIEF EXECUTIVE OFFICER. The Board of
Directors from time to time may determine who among the officers and in what
order, shall act as chief executive
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officer. In the absence of such determination the President shall be the
chief executive officer. Subject to the control of the Board and to the
extent not otherwise prescribed by these By-Laws, the chief executive officer
shall supervise the carrying out of the policies adopted or approved by the
Board, shall exercise a general supervision and superintendence over all the
business and affairs of the Company and shall possess such other powers and
perform such other duties as may be incident to the office of chief executive
officer.
Section 4.03. SALARIES. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors.
Section 4.04. REMOVAL AND RESIGNATION; VACANCIES. Any
officer may be removed at any time by the board of Directors, with or without
cause, and any officer appointed by the chief executive officer may be
removed by the chief executive officer at any time, with or without cause.
Any officer may resign at any time by delivering a signed notice of
resignation to the Board of Directors, the Chairman of the Board, the
President, a Vice-President or the Secretary. Such resignation shall take
effect upon the later of delivery or the date specified therein. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise, may be filled by the Board at any regular or special meeting.
Section 4.05. AUTHORITY AND DUTIES OF OFFICERS. The officers
of the Corporation shall have such authority and shall exercise such powers
and perform such duties as may be specified in these By-Laws, or to the
extent not so provided, by the chief executive officer and other officers
acting pursuant to the chief executive officer's authority, except that in
any event each officer shall exercise such powers and perform such duties as
may
13
be required by law. The chief executive officer may at any time suspend any
officer, other than an officer who is a Director, from any duties and
authority for a period not exceeding ninety days.
Section 4.06. THE PRESIDENT. The President shall have the
following powers and duties:
(a) To be the chief operating officer of the Corporation,
and, subject to the directions of the Board of Directors and (if the
President is not also the chief executive officer) the chief executive
officer, to have general charge of the operations of the business, affairs
and property of the Corporation and general operations of its officers,
employees and agents.
(b) Subject to these By-Laws the President shall exercise all
powers and perform all duties incident to the office of president and chief
operating officer of a corporation, and shall exercise such other powers and
perform such other duties as from time to time may be assigned to the
President by the Board or by the chief executive officer (if the President is
not also the chief executive officer).
Section 4.07. THE VICE-PRESIDENTS. Each Vice President shall
exercise such powers and perform such duties as from time to time may be
assigned to such Vice-President by the Board of Directors, the chief
executive officer or the President. At the request, in the absence or during
the disability of the President, the Vice-President designated by the Board
of Directors or by the President, or if no such designation shall have been
made, then the senior ranking Vice-President present shall perform all the
duties of the President and, when so acting, shall have all the powers of and
be subject to all restrictions upon the President.
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Section 4.08. THE SECRETARY. Except as may otherwise be
provided by the board of Directors, the Secretary shall have the following
powers and duties:
(a) To keep or cause to be kept a record of all the
proceedings of the meetings of the Stockholders and of the Board of Directors.
(b) To cause all notices to the Board of Directors and
stockholders to be duly given in accordance with the provisions of these
By-Laws and as required by law.
(c) To be custodian of the records and of the seal of the
Corporation. The Secretary may cause such seal (or a facsimile thereof) to be
affixed to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized in accordance with
these By-Laws, and when so affixed may attest the same.
(d) To have charge of the stock books and ledgers of the
Corporation and to cause the stock and transfer books to be kept in such
manner as to show at any time the number of shares of stock of the
Corporation of each class issued and outstanding, the names (alphabetically
arranged) and the addresses of the holders of record of such shares, the
number of shares held by each holder and the date as of which each became
such holder of record.
(e) To perform, in general, all duties incident to the office
of Secretary and such other duties as maybe given to the Secretary by these
By-Laws or as may be assigned to the Secretary from time to time by the Board
of Directors, the chief executive officer or the President.
(f) To the extent consistent with law, the Secretary may from
time to time delegate performance of any one or more of the foregoing powers
and duties, or powers
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and duties otherwise conferred upon the Secretary by these By-Laws, to one or
more officers, agents or employee of the Corporation.
Section 4.09. THE TREASURER. Except as may otherwise be
required by law or by the Board of Directors, the Treasurer shall have the
following powers and duties:
(a) To have charge and supervision over and be
responsible for the moneys, securities, receipts and disbursements of the
Corporation.
(b) To cause the moneys and other valuable effects
of the Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such other depositories
as shall be selected in accordance with Section 5.03 of these By-Laws.
(c) To cause the moneys of the Corporation to be
disbursed by checks or drafts (signed as provided in Section 5.04 or these
By-Laws) upon the authorized depositories of the Corporation and cause to be
taken and preserved proper vouchers for all moneys disbursed.
(d) To render to the Board of Directors or the chief
executive officer whenever requested, a statement of the financial condition
of the Corporation and of all the financial transactions of the Corporation.
(e) To be empowered from time to time to require from all
officers or agents of the Corporation reports or statements giving such
information as the Treasurer may desire with respect to any and all financial
transactions of the Corporation.
(f) To perform all duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned to the
Treasurer by the Board of Directors, the chief executive officer or the
President.
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Section 4.10. SURETY BONDS. In case the Board of Directors
shall so require, any officer or agent of the Corporation shall execute to
the Corporation a bond in such sum with such surety or sureties as the Board
may direct, conditional upon the faithful performance of such person's duties
to the Corporation, including responsibility for negligence and for the
accounting for all property, moneys or securities of the Corporation which
may be in such person's possession, custody or control. The chief executive
officer may require a similar bond with respect to officers or agents
appointed by the chief executive officer.
ARTICLE V
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EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND
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DEPOSIT OF CORPORATE FUNDS
--------------------------
Section 5.01. EXECUTION OF INSTRUMENTS. Except as may
otherwise be provided in a resolution adopted by the Board of Directors, the
Chairman of the Board, the President, or any Vice-President may enter into
any contract or execute and deliver any instrument and affix the corporate
seal in the name and on behalf of the Corporation. Any Vice-President
designated by a number or a word or words added before or after the title
Vice-President to indicate rank or responsibilities, but not an Assistant
Vice-President, shall be a Vice-President for the purposes of this Article.
The Board may authorize any other officer, employee or agent to enter into
any contract or execute and deliver any instrument and affix the corporate
seal in the name and on behalf of the Corporation. Any such authorization
may be general or limited to specific contracts or instruments.
Section 5.02. LOANS. No loan or advance shall be contracted
on behalf of the Corporation, and no note, bond or other evidence of
indebtedness shall be executed or
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delivered in its name, except as may be authorized by the Board of Directors.
Any such authorization may be general or limited to specific loans or
advances, or notes, bonds or other evidences of indebtedness. Any officer or
agent of the Corporation so authorized may effect loans and advances on
behalf of the Corporation, and in return for any such loans or advances may
execute and deliver notes, bonds or other evidences of indebtedness of the
Corporation.
Section 5.03. DEPOSITS. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other
depositories as may be determined by the Board of Directors, or by such
officers, or agents as may be authorized by the Board to make such
determination.
Section 5.04. CHECKS, DRAFTS, ETC. All notes, drafts, bills
of exchange, acceptances, checks, endorsements and other evidences of
indebtedness of the Corporation, and its orders for the payment of money,
shall be signed by such officer or officers, or such agent or agents of the
Corporation and in such manner, as the Board of Directors or an officer
designated by the Board of Directors from time to time may determine.
Section 5.05. SALE, TRANSFER, ETC., OF SECURITIES. To the
extent authorized by the Board of Directors, the Chairman of the Board, the
President, any Vice-President, the Secretary or the Treasurer may sell,
transfer, endorse, and assign any shares of stock, bonds or other securities
owned by or held in the name of the Corporation, and may make, execute and
deliver, in the name of the Corporation, under its corporate seal, any
instrument that may be appropriate to effect any such sale, transfer,
endorsement or assignment. The Board may authorize any one or more other
officers, employees or agents to have similar authority.
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Section 5.06. VOTING AS SECURITYHOLDER. The Chairman of the
Board, the President and such other person or persons as the Board of
Directors may from time to time authorize, shall each have full power and
authority on behalf of the Corporation, to attend any meeting of
securityholders of any corporation in which the Corporation may hold
securities, and to act, vote (or execute proxies to vote) and exercise in
person or by proxy all other rights, powers and privileges incident to the
ownership of such securities, and to execute any instrument expressing
consent to or dissent from any action of any such corporation without a
meeting, subject to such restrictions or limitations as the Board of
Directors may from time to time impose.
Section 5.07. FACSIMILE SIGNATURES. The Board of Directors
may authorize the use of a facsimile signature or signatures on any
instrument. If any officer whose facsimile signature has been placed upon
any form of instrument shall have ceased to be such officer before such
instrument is issued, such instrument may be issued with the same effect as
if such person had been such officer at the time of its issue.
ARTICLE VI
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CAPITAL STOCK
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Section 6.01. CERTIFICATES OF STOCK. Every stockholder shall
be entitled to have a certificate signed by, or in the name of, the
Corporation by the Chairman of the Board, the President or a Vice-President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares owned by such
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stockholder in the Corporation. Such certificate shall be in such form as
the Board of Directors may determine, to the extent consistent with
applicable provisions of law, the Certificate of Incorporation and these
By-Laws.
Section 6.02. LOST, STOLEN OR DESTROYED CERTIFICATES. The
Board of Directors may direct that a new certificate be issued in place of
any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon delivery to the Board of an affidavit of the
owner or owners of such certificate, setting forth such allegation. The
Board may require the owner of such lost, stolen or destroyed certificate, or
such person's legal representative, to give the Corporation a bond sufficient
to indemnify it against any claim that may be made against it on account of
the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.
Section 6.03. TRANSFER OF STOCK. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate
representing shares, duly endorsed or accompanied by appropriate evidence of
succession, assignment or authority to transfer, the Corporation shall issue
a new certificate to the person entitled thereto, cancel the old certificate,
and record the transaction upon its books. Subject to the provisions of law,
the Certificate of Incorporation and these By-Laws, the Board of Directors
may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation.
Section 6.04. REGISTERED STOCKHOLDERS. Prior to due
surrender of a certificate for registration of transfer, the Corporation may
treat the registered owner as the person exclusively entitled to receive
dividends and other distributions, to vote, to receive notice and otherwise
to exercise all the rights and powers of the owner of the shares represented
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by such certificate, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in such shares on the part of any
other person, whether or not the Corporation shall have the notice of such
claim or interest.
ARTICLE VII
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INDEMNIFICATION
---------------
Section 7.01. INDEMNIFICATION OF DIRECTORS AND OFFICERS. To
the fullest extent permitted by applicable law now of hereafter in effect,
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, by reason of the fact that such
person is or was at any time since the inception of the Corporation a
Director or officer of the Corporation, or such person is or was a Director
or officer of the Corporation and is or was at any time since the inception
of the Corporation serving another corporation, partnership, joint venture,
trust or other enterprise in any capacity at the request of the Corporation
shall be indemnified by the Corporation against judgments, fines, amounts
paid in settlement and reasonable expenses (including attorney's fees)
actually and necessarily incurred in connection with or as a result of such
action, suit or proceeding. Indemnification under this Section shall
continue as to a person who has ceased to be a Director or officer of the
Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.
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ARTICLE VIII
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MISCELLANEOUS PROVISIONS
------------------------
Section 8.01. FISCAL YEAR, Unless otherwise determined by
the Board of Directors, the fiscal year of the Corporation shall commence on
the first day of January in each calendar year and terminate on the 31st day
of December of such year.
Section 8.02. SEAL. The seal of the Corporation shall be in
the form adopted by the Board of Directors. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or reproduced, or in any
other lawful manner.
Section 8.03. BOOKS AND RECORDS. Except to the extent
otherwise required by law, the books and records of the Corporation shall be
kept at such place or places (within or without the State of New Jersey) as
may be determined from time to time by the Board of Directors.
Section 8.04. INDEPENDENT PUBLIC ACCOUNTANT. The Board of
Directors may annually appoint an independent public accountant or firm of
independent public accountants to audit the books of the Corporation for each
fiscal year.
ARTICLE IX
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AMENDMENTS
----------
Section 9.01. AMENDMENTS. All By-Laws of the Corporation,
whether adopted by the Board of Directors or the stockholders, shall be
subject to amendment or repeal, and new By-Laws may be made, by the
affirmative vote or written consent of the holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote. All
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By-Laws of the Corporation, other than this Section and any other Section
that provides it may be amended or repealed only by the stockholders, whether
adopted by the Board of Directors or the stockholders, shall be subject to
amendment or repeal and new By-Laws may be made by resolution adopted by a
majority of the whole Board of Directors, provided, however that By-Laws
which by their terms are subject to amendment or repeal only by the
stockholders shall prevail over new By-Laws made by the Board of Directors.
Notwithstanding anything herein to the contrary, no amendment or repeal of
Article VII of these By-Laws shall affect adversely any then existing rights
of any Director or officer.
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