AMENDED AND RESTATED BYLAWS
OF
PPI HOLDINGS, INC.
ARTICLE I
STOCKHOLDERS
Section 1.01. PLACE OF MEETING. All meetings of the stockholders shall
be held at the principal office of the corporation or at such other place
either within or without the State of Kansas as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting.
Section 1.02. ANNUAL MEETINGS. Annual meetings of stockholders shall
be held at 10:00 o'clock a.m. on the third Tuesday of February in each year,
if not a legal holiday, and if a legal holiday, then at the same time and
place on the next succeeding business day, or at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. At such annual meeting, the stockholders shall
elect a Board of Directors and transact such other business as may properly
be brought before the meeting.
Section 1.03. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President and shall be called
by the President or Secretary at the request 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 1.04. NOTICE OF MEETINGS. Notice stating the place, day and
hour of the meeting, and in case of special meetings, the purpose or purposes
for which the meeting is called, shall be delivered not less than 10 nor more
than 60 days before the date of the meeting, by or at the direction of the
President, the Secretary or the officer or person calling the meeting, to
each stockholder of record entitled to vote at such meeting.
Section 1.05. QUORUM. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, 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 Articles of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have 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 (30) 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 1.06. VOTING. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power 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 of Kansas or of the Articles of Incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless otherwise provided in the Articles of
Incorporation or these bylaws, or by statute, each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder.
Section 1.07. ELECTION OF DIRECTORS. Unless the board of directors has
fixed in advance (pursuant to Section 4.05) a record date for purposes of
determining entitlement to vote at the meeting, the record date shall be as
of the close of business on the day next preceding the date on which the
meeting shall be held. If the Articles of Incorporation permit the election
of directors without written ballot, then such elections of directors shall
be without written ballot, unless requested by any shareholder, in which case
the election of directors shall be by written ballot. Every shareholder
entitled to vote at any election for directors shall have the right to cumulate
his votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which his shares
are entitled, or to distribute his votes on the same principle among as many
candidates as he shall choose. The candidates receiving the highest number of
votes up to the number of directors to be elected shall be elected.
Section 1.08. PROXIES. No proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
Section 1.09. ACTION BY WRITTEN CONSENT. Unless otherwise provided in
the Articles 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 entitled to vote thereon.
-2-
ARTICLE II
DIRECTORS
Section 2.01. POWERS. The business of the corporation shall be managed
by its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these bylaws directed or required to
be exercised or done by the stockholders.
Section 2.02. NUMBER AND QUALIFICATIONS. The number of directors shall
from time to time be fixed and determined by the Board; provided, however,
there shall at all times be five directors of the corporation. The number of
directors shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors if such number is different than
last determined. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Directors need not
be stockholders nor be residents of the State of Kansas. The Board, in its
discretion, may elect a Chairman of the Board, who shall preside at Board
meetings and generally manage the affairs of the Board.
Section 2.03. ELECTION. Members of the initial Board of Directors
shall hold office until the first annual meeting of stockholders and until
their successors have been elected and qualified. At the first annual
meeting of stockholders, and at each annual meeting afterward, the
stockholders shall elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office for the term for which he is
elected and until his successor shall be elected and qualified, unless sooner
removed by action of the stockholders.
Section 2.04. VACANCIES. 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, though 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. Any director may be removed, either for or without
cause, at any special meeting of the stockholders duly called and held for
such purpose.
Section 2.05. PLACE OF MEETINGS. The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Kansas.
Section 2.06. ANNUAL AND REGULAR MEETINGS. The first meeting of each
newly elected Board of Directors shall be held at the place of, and
immediately following, the annual meeting of the stockholders, and no notice
of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present.
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, provided a quorum shall be present. In the event any such
-3-
meeting is not held at such 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.
Section 2.07. SPECIAL MEETINGS. Special meetings of the Board may be
called by the President on 48 hours' notice to each director and shall be
called by the President or Secretary in like manner on the written request of
two directors. Neither the business to be transacted at, nor the purpose of,
any special meeting of the Board of Directors need be specified in the notice
of such meeting, except that notice shall be given of any proposed amendment
to these bylaws if it is to be adopted at any special meeting or with respect
to any other matter where notice is required by statute.
Section 2.08. QUORUM. 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 Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat nay adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
Section 2.09. WRITTEN CONSENT. 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 2.10. TELEPHONIC MEETINGS. 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 by means of 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.
Section 2.11. APPOINTMENT OF COMMITTEES. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist 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. 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, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all property and assets of the corporation, recommending to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the
-4-
bylaws of the corporation; and, unless the resolution or the Articles of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. 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. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.
Section 2.12. COMPENSATION. 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 amending committee meetings.
ARTICLE III
OFFICERS
Section 3.01. OFFICERS. The officers of the corporation shall be chosen
by the Board of Directors and shall include a President, a Secretary and a
Treasurer. Any number of offices may be held by the same person. Such officers
shall be chosen by the Board of Directors at its first meeting after each
annual meeting of stockholders.
Section 3.02. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
may from time to time appoint such other officers and agents as it shall deem
necessary, who 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.
Section 3.03. COMPENSATION. The salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors or pursuant to its
direction.
Section 3.04. ELECTION AND REMOVAL. The officers of the corporation
shall hold office until their successors are chosen and qualify. 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 shall be filled by the Board of
Directors.
Section 3.05. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all meetings
of the Board of Directors, and exercise and perform such other powers and
duties as may be from time to time assigned to him by the Board of Directors
or prescribed by these bylaws.
-5-
Section 3.06. PRESIDENT. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, if
there be such an officer, the President shall be the chief executive officer
of the corporation, 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 into effect. He shall preside at all meetings
of the stockholders and, in the absence of the Chairman of the Board, at all
meetings of the Board of Directors. He shall be an EX OFFICIO member of all
standing committees. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
Section 3.07. VICE PRESIDENT. In the absence of the President or in
the event of his inability or refusal to act, the Executive Vice President,
the Vice President or Vice Presidents, if there be such an officer or
officers, in order of their rank as fixed by the Board of Directors, or if
not ranked, the Vice President designated by the Board of Directors. shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. A Vice
President shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 3.08. SECRETARY. 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 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. He shall have custody of
the corporate seal of the corporation and he, or an assistant Secretary,
shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by his signature or by the signature of
such assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section 3.09. ASSISTANT SECRETARY. Any Assistant Secretary may, in the
absence of the Secretary or in the event of his inability or refusal to act,
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.
Section 3.10. TREASURER. 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 moneys 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
Director. He 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
-6-
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the corporation. If required by the Board of Directors, he shall
give the corporation a bond, in such sum and with such sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 3.11. ASSISTANT TREASURER. Any Assistant Treasurer may, in the
absence of the Treasurer or in the event of his inability or refusal to act,
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 IV
CERTIFICATES OF STOCK
Section 4.01. CERTIFICATES. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by the President or a Vice President,
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, of the corporation, certifying the number of shares owned by him in
the corporation. If the corporation shall be 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 qualification, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock; provided that, except as
otherwise provided by law, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate 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, 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 or rights.
Section 4.02. FACSIMILE SIGNATURES. Any of or all the signatures on any
stock certificate issued by the corporation 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 he or it were such officer,
transfer agent or registrar at the date of issue.
Section 4.03. LOST CERTIFICATES. 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
-7-
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 his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sum as it many direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
Section 4.04. TRANSFERS. Upon surrender to the corporation or the
transfer agent of the corporation of certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment 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.
Section 4.05. RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any changes, conversion or exchange of stock or for the purpose of
any lawful action, 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, nor more than 60 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.
Section 4.06. REGISTERED OWNER. The corporation shall be entitled to
treat the registered owner of any share or shares of stock as the absolute owner
therof for all purposes 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 laws of Kansas.
-8-
ARTICLE V
INDEMNIFICATION AND INSURANCE
Section 5.01. GENERAL. The corporation shall indemnify any person who was
or is a party or who was 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 the corporation) by reason of the fact that he is or was a director,
advisory director, officer or employee of the corporation or of any entity a
majority of the voting stock of which is owned by the corporation, or is or was
serving at the request of the corporation as a director, advisory director,
officer or employee 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 him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 his 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 the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.
Section 5.02. DERIVATIVE ACTION. The corporation shall indemnify any
person who was or is a party or who was 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 he is
or was a director, advisory director, officer or employee of the corporation or
of any entity a majority of the voting stock of which is owned by the
corporation, or is or was serving at the request of the corporation as a
director, adivsory director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
Section 5.03. COSTS INDEMNIFIED. To the extent that any person who is or
was a director, advisory director, officer or employee of the corporation or of
any entity a majority of the voting stock of which is owned by the corporation,
or who is or was serving at the request of the
-9-
corporation as a director, advisory director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 5.01 and 5.02, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Any other indemnification under Sections 5.01 and 5.02 shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification is proper in the circumstances because the applicable
standard of conduct set forth therein has been met. Such determination shall be
made (a) 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 (b) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c)by the stockholders of the corporation.
Section 5.04. TIME OF INDEMNIFICATION. Expenses incurred by a director,
advisory director, officer or employee 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 director, advisory director, officer or employee to repay
such amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation pursuant to this Article V.
Section 5.05. NONEXCLUSIVE RIGHTS The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article V shall not be deemed exclusive of any other right to which those
seeking indemnification or advancement of expenses may be entitled from the
corporation or any other entity under any statute, other bylaw, agreement,
provision of the corporation's Articles of Incorporation, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, any amount actually received as the proceeds of any such other
indemnification shall be deducted from the amount, if any, which he may be
entitled to receive pursuant to this Article V.
Section 5.06. INSURANCE. By action of its Board of Directors,
notwithstanding any interest of the directors in the action, to the full extent
permitted by statute, the corporation may purchase and maintain insurance, in
such amounts and against such risks as the Board of Directors deems appropriate,
on behalf of any person who is or was a director, advisory director, officer,
employee or agent of the corporation, or of any entity a majority of the voting
stock of which is owned by the corporation, or who is or was serving at the
request of the corporation as a director, advisory director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power or would be required to indemnify him against
such liability under the provisions of this Article V, or of the corporation's
Articles of Incorporation or the laws of Kansas.
-10-
Section 5.07. SURVIVAL. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article V shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, advisory director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.
ARTICLE VI
GENERAL PROVISIONS
Section 6.01. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, 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 Articles of
Incorporation.
Section 6.02. RESERVES. 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 or reserves 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 think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 6.03. CHECKS, DRAFTS, ETC. All checks, notes and contracts 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.
Section 6.04. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors, or, in the absence of such
resolution, by the President.
Section 6.05. SEAL. The corporation may, but shall not be required to,
have a corporate seal. The corporate seal, if any, shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Kansas." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
Section 6.06. EXCESS PAYMENTS. Any payments made to an officer of the
corporation such as a salary, commission, bonus, interest, or rent, or
entertainment expenses incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the corporation to the full extent of such
disallowance. It shall be the duty of the directors, as a Board, to enforce
payment of each such amount disallowed.
Section 6.07. NOTICES. Whenever, under the provisions of the statutes of
Kansas or of the Articles of Incorporation or of these bylaws, notice is
required to be given to any stockholder, such notice shall be given in writing,
either personally, or by mail addressed to such stockholder at his
-11-
address as it appears on the records of the corporation, with postage thereon
prepaid. Such notice shall be deemed to be given at the time when the same shall
be deposited in the United States mail. Notice to directors may also be given
personally or by telegram.
Section 6.08. WAIVER OF NOTICES. Whenever any notice is required to be
given under the provisions of the statutes or of the Articles of
incorporation or of these bylaws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice unless otherwise required by these
bylaws or by the Articles of Incorporation. The attendance of a person at any
meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the sole purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
Section 6.09. EXECUTION OF DEEDS. Any deeds or other instruments conveying
lands or any interests therein shall be executed on behalf of the corporation by
the President, or Vice President if there be one, or by any agent or attorney so
authorized under letter of attorney or other written instrument containing a
power to convey real estate or any interest therein, which power was executed on
behalf of the corporation by the President or Vice President.
Section 6.10. AMENDMENTS. These bylaws may be altered, amended or repealed
or new bylaws may be adopted by the Board of Directors at any regular meeting of
the Board of Directors, or at any special meeting of the Board of Directors if
notice of such alteration, amendment, repeal or adoption of new bylaws is
contained in the notice of such special meeting, subject, however, to the right
of the stockholders to repeal or change any such action of the directors.
I, the undersigned, do hereby certify that I am the duly elected and acting
Secretary of the corporation; and that the foregoing Amended and Restated Bylaws
constitute the Bylaws of the corporation as duly adopted by the Board of
Directors on the 23rd day of April, 1997.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name this 23rd day of
April, 1997.
/s/ Bill L. Allen
-----------------------------------
Bill L. Allen, Secretary
-12-