EXHIBIT 3.6
BY-LAWS
OF
WEBONE, INC.
ARTICLE I
IDENTIFICATION: OFFICES
SECTION 1.1. NAME. The name of the corporation is Webone, Inc. (the
"Corporation").
SECTION 1.2. REGISTERED OFFICES: OTHER OFFICES. The registered office of the
Corporation in the State of Delaware shall be in the City of Wilmington and
County of New Castle. The Corporation may have such other offices, either within
or outside of the State of Delaware, as the business of the Corporation may
require from time to time.
ARTICLE II
STOCKHOLDERS
SECTION 2.1. ANNUAL MEETING. An annual meeting of the stockholders shall be
held on the fourth Tuesday of April of each year, or on such other date as may
be determined by resolution of the Board of Directors; provided, however, that
if in any year such date is a legal holiday, such meeting shall be held on the
next succeeding business day. At each annual meeting, the stockholders shall
elect directors to hold office for the term provided in Section 3.1 of these
By-laws.
SECTION 2.2. SPECIAL MEETING. A special meeting of the stockholders may be
called by the President of the Corporation, the Board of Directors, or by such
other officers or persons as the Board of Directors may designate.
SECTIONS 2.3. PLACE OF STOCKHOLDER MEETINGS. The Board of Directors may
designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting. If no such
place is designated by the Board of Directors, the place of meeting will be the
principal business office of the Corporation.
SECTION 2.4. NOTICE OF MEETINGS. Unless waived as herein provided, whenever
stockholders are required or permitted to take any action at a meeting, written
notice of the meeting shall be given stating the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Such written notice shall be given not less than
ten (10) days nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at the meeting or in the event of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of all or
substantially all of
the Corporation's property, business or assets not less than twenty (20)
days before the date of the meeting. If mailed, notice is given when deposited
in the United States mail, postage prepaid, directed to the stockholder at the
stockholders address as it appears on the records of the Corporation.
When a meeting is adjourned to another time or place in accordance with
Section 2.5 of these By-laws, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting in which the
Adjournment is taken. At the adjourned meeting the Corporation may conduct any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the Adjournment a new
record date is fixed for the adjournment meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 2.5. QUORUM AND ADJOURNED MEETINGS. Unless otherwise provided by law
or the Corporation's Certificate of Incorporation, a majority of the shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a majority of the shares
entitled to vote at a meeting of stockholders is present in person or
represented by proxy at such meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice. At any
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the original meeting. The stockholders
present at a meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of stockholders as may leave less
than a quorum.
SECTION 2.6. FIXING OF RECORD DATE.
(a) For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor
less than ten days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. 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.
(b) For the purpose of determining stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is established by the Board of Directors, and
which date shall not be more than ten (10) days after the date on which the
resolution fixing the record date is adopted by the Board of Directors, if no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a
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meeting, when no prior action by the Board of Directors is required by law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal
office, or an officer or agent of the Corporation having custody of the
book in which the proceedings of meetings of stockholders are recorded.
Delivery to the Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders'
consent to corporate action in writing without a meeting shall be the close
of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
(c) For the purpose of determining the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect to
any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix the record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty
(60) days prior to such action. If no record date is fixed, the record date
for determining the stockholders for any such purpose shall be the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
SECTION 2.7. VOTING LIST. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of 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 each 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 (10) day prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
SECTION 2.8. VOTING. Unless otherwise provided by the Certificate of
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by each stockholder. In all matters other than the election
or directors, the affirmative vote of the majority of shares present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders. Directors shall be elected by
plurality of the votes of the shares present in person or represented by a proxy
at the meeting entitled to vote on the election of directors.
SECTION 2.9. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled
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with an interest sufficient in law to support an irrevocable power. A proxy may
remain irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the Corporation generally.
SECTION 2.10. RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS. Except as
otherwise provided by law or by the Certificate of incorporation of the
Corporation, any transaction or contract or act of the Corporation or of the
directors or the officers of the Corporation may be ratified by the affirmative
vote of the holders of the number of shares which would have been necessary to
approve such transaction, contract or act at a meeting of stockholders, or by
the written consent of stockholders in lieu of a meeting.
SECTION 2.11. INFORMAL ACTION OF STOCKHOLDERS. 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 or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be give to those stockholders who have
not consented in writing. In the event that the action which is consented to is
such as would have required the filing of a certificate with any governmental
body, if such action had been voted on by the stockholders at a meeting thereof,
the certificate filed shall state, in lieu of any statement required by law
concerning any vote of stockholders, that written consent had been given in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law, and that written notice has been given as provided in such
section.
SECTION 2.12. ORGANIZATION. Such person as the Board of Directors may
designate or, in the absence of such a designation, the president of the
Corporation or, in his or her absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present in person
or by proxy, shall call to order any meeting of the stockholders and act as
chairman of such meeting. In the absence of the secretary of the Corporation,
the chairman of the meeting shall appoint a person to serve as secretary at the
meeting.
ARTICLE III
DIRECTORS
SECTION 3.1. NUMBER. The number of directors which shall constitute the
whole Board shall be fixed from time to time by vote of a majority of the whole
Board; provided, however, that the number of directors shall not be less than
one (1) nor more than fifteen (15). Hereafter, one director will constitute
the whole Board until otherwise fixed by the whole Board in accordance with the
preceding sentences.
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SECTION 3.2. ELECTION OF DIRECTORS. Directors shall be elected at the
annual meeting of stockholders. In all elections for directors, every
stockholder shall have the right to vote the number of shares owned by such
stockholder for each director to be elected.
SECTION 3.3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the
President or at least one-third of the number of directors constituting the
whole board. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of
Directors called by them.
3.4. NOTICE OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. Notice of any
special meeting of the Board of Directors shall be given at least three (3)
days previous thereto by written notice to each director at his or her
address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail so addressed, with first class postage
thereon prepaid. If sent by any other means (including facsimile, courier, or
express mail, etc.), such notice shall be deemed to be delivered when
actually delivered to the home or business address of the director.
SECTION 3.5. QUORUM. A majority of the total number of directors fixed by
these By-laws, or in the absence of a By-Law which fixes the number of
directors, the number stated in the Certificate of Incorporation or named by
the incorporators, shall constitute a quorum for the transaction of business.
If less than a majority of the directors are present at a meeting of the
Board of Directors, a majority of the directors present may adjourn the
meeting from time to time without prior notice.
SECTION 3.6. VOTING. The vote of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the Delaware General Corporation Law or the Certificate of
Incorporation requires a vote of a greater number.
SECTION 3.7. VACANCIES. Vacancies in the Board of Directors may be filled
by a majority vote of the Board of Directors or by an election either at an
annual meeting or at a special meeting of the stockholders called for that
purpose. Any directors elected by the stockholders to fill a vacancy shall
hold office for the balance of the term for which he or she was elected. A
director appointed by the Board of Directors to fill a vacancy shall serve
until the next meeting of stockholders at which directors are elected.
SECTION 3.8. REMOVAL OF DIRECTORS. A director, or the entire Board of
Directors, may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors,
provided, however, that if cumulative voting obtains and less than the entire
Board of Directors is to be removed, no director may be removed without cause
if the votes cast against such director's removal would be sufficient to
elect him if then cumulatively voted at an election of the entire Board of
Directors.
SECTION 3.9. INFORMAL ACTION OF DIRECTORS. Unless otherwise restricted by
the Certificate of incorporation or these By-laws, any action required or
permitted to be taken at any
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meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board of Directors 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 of Directors or committee.
SECTION 3.10. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
Board of Directors, or any committee designated by such board, may
participate in a meeting of the Board of Directors, or committee thereof, by
means of conference telephone or similar communications equipment as long as
all persons participating in the meeting can speak with and hear each other,
and participation by a director pursuant to this Section 3.10 shall
constitute presence in person at such meeting.
ARTICLE IV
WAIVER OF NOTICE
SECTION 4.1. WRITTEN WAIVER OF NOTICE. A written waiver of any required
notice, signed by the person entitled to notice, whether before or after the
date stated therein, shall be deemed equivalent to notice. Neither the
business to be transacted at nor the purpose of, any regular or special
meeting of stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice.
SECTION 4.2. ATTENDANCE AS WAIVER OF 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, and objects
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.
ARTICLE V
COMMITTEES
SECTION 5. GENERAL PROVISIONS. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate an Executive Committee, an
Audit Committee, a Nominating Committee, and a Compensation Committee. In the
absence or disqualification of a member at any meeting of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, 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 Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease, or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of
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a dissolution, or amending the Bylaws of the Corporation; and, unless the
resolution so provides, no such committee shall have the power or authority
to declare a dividend, to authorize the issuance of stock, or to adopt a
certificate of ownership and merger, pursuant to Section 253 of the Delaware
General Corporation Law.
ARTICLE VI
OFFICERS
SECTION 6.1. GENERAL PROVISIONS. The Board of Directors shall elect a
President and a Secretary of the Corporation. The Board of Directors may also
elect a Chairman of the Board, one or more Vice Chairmen of the Board, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers and such additional officers as the Board of Directors
may deem necessary or appropriate from time to time. Any two or more offices
may be held by the same person. The officers elected by the Board of
Directors shall have such duties as are hereafter described and such
additional duties as the Board of Directors may from time to time prescribe.
SECTION 6.2. ELECTION AND TERM IN OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held after each annual meeting of
the stockholders. If the election of officers is not held at such meeting,
such election shall be held as soon thereafter as may be convenient. New
offices of the Corporation may be created and filled and vacancies in offices
may be filled at any time, at a meeting or by written consent of the Board
of Directors. Unless removed pursuant to Section 6.3 of these By-laws, each
officer shall hold office until his successor has been duly elected and
qualified, or until his earlier death or resignation. Election or appointment
of an officer or agent shall not of itself create contract rights.
SECTION 6.3. REMOVAL OF OFFICERS. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever, in its judgement the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person(s) so removed.
SECTION 6.4. THE CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate whether the Chairman of the Board, if one shall have been chosen,
or the President shall be the Chief Executive Officer of the Corporation. If
a Chairman of the Board has not been chosen, or if one has been chosen but
not designated Chief Executive Officer, then the President shall be the Chief
Executive Officer of the Corporation. The Chief Executive Officer shall be
the principal executive officer of the Corporation and shall in general
supervise and control all of the business and affairs of the Corporation,
unless otherwise provided by the Board of Directors. The Chief Executive
Officer shall preside at all meetings of the stockholders and of the Board of
Directors and shall see that orders and resolutions of the Board of Directors
are carried into effect. The Chief Executive Officer may sign bonds,
mortgages, certificates for shares and all other contracts and documents
whether or not under the seal of the Corporation except in cases where the
signing and execution thereof shall be expressly delegated by law, by the
Board of Directors or
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by these By-laws to some other officer of agent of the Corporation. The Chief
Executive Officer shall have general powers of supervision and shall be the
final arbiter of all differences between officers of the Corporation and his
decision as to any matter affecting the Corporation shall be final and binding
as between the officers of the Corporation subject only to the Board of
Directors.
SECTION 6.5. THE PRESIDENT. In the absence of the Chief Executive Officer
or in the event of his inability or refusal to act if the Chairman of the
Board has been designated Chief Executive Officer, the President shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer. At all other times the President shall have the active
management of the business of the Corporation under the general supervision
of the Chief Executive Officer. The President shall have concurrent power
with the Chief Executive Officer to sign bonds, mortgages, certificates for
shares and other contracts and documents, whether or not under the seal of
the Corporation except in cases where the signing and execution thereof shall
be expressly delegated by law, by the Board of Directors, or by these By-laws
to some other officer or agent of the Corporation. In general, the President
shall perform all duties incident to the office of president and such other
duties as the Chief Executive Officer or the Board of Directors may from time
to time prescribe.
SECTION 6.6. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one is chosen, shall be chosen from among the members of the board. If the
Chairman of the Board has not been designated Chief Executive Officer, the
Chairman of the Board shall perform such duties as may be assigned to the
Chairman of the Board by the Chief Executive Officer or by the Board of
Directors.
SECTION 6.7. VICE CHAIRMAN OF THE BOARD. In the absence of the Chief
Executive Officer or in the event of his inability or refusal to act if the
Chairman of the Board has been designated Chief Executive Officer, the Vice
Chairman, or if there be more than one, the Vice Chairmen, in the order
determined by the Board of Directors, shall perform the duties of the Chief
Executive Officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer. At all
other times, the Vice Chairman or Vice Chairmen shall perform such duties and
have such powers as the Chief Executive Officer or the Board of Directors may
from time to time prescribe.
SECTION 6.8. The Vice President. In the absence of the President or in
the event of his inability or refusal to act the Vice President (or in the
event there be more than one Vice President the Executive Vice President and
then the other Vice President or Vice Presidents in the order designated, 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 be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Chief Executive Officer or the Board of Directors may from time to time
prescribe.
SECTION 6.9. THE 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
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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.
The Secretary 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 the Chief
Executive Officer, under whose supervision he shall be. The Secretary shall
have custody of the corporate seal of the Corporation and the Secretary, 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 6.10. THE ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, 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
Chief Executive Officer or the Board of Directors may from time to time
prescribe.
SECTION 6.11. THE 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
Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors making 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 transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond (which shall be renewed every six (6)
years) in such sum and with such surety or 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 6.12. THE ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their elect-ion), shall, 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
Chief Executive Officer or the Board of Directors may from time to time
prescribe.
SECTION 6.13. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient the Board of Directors may delegate the powers or duties, or any
of such powers or duties, of any officers or officer to any other officer or to
any director.
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SECTION 6.14. COMPENSATION. The Board of Directors shall have the authority
to establish reasonable compensation of all officers for services to the
Corporation.
ARTICLE VII
CERTIFICATES FOR SHARES
SECTION 7.1. CERTIFICATES OF SHARES. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by or in the name of the Corporation by
the Chairman or Vice Chairman of the Board of Directors, Chief Executive
Officer, or the President or 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 registered in certificate form. Any or all the
signatures on the certificate may be a facsimile.
SECTION 7.2. SIGNATURES OF FORMER OFFICER, TRANSFER AGENT OR REGISTRAR. 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 or entity
were such officer, transfer agent or registrar at the date of issue.
SECTION 7.3. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney hereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of certificate for such shares. Prior to due
presentment of a certificate for shares for registration of transfer, the
Corporation may treat a registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise have and
exercise all of the right and powers of an owner of shares.
SECTION 7.4. LOST, DESTROYED OR STOLEN CERTIFICATES. Whenever a certificate
representing shares of the Corporation has been lost, destroyed or stolen, the
holder thereof may file in the office of the Corporation an affidavit setting
forth, to the best of his knowledge and belief, the time, place and circumstance
of such loss, destruction or theft together with a statement of indemnity
sufficient in the opinion of the Board of Directors to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate. Thereupon the Board may cause to be issued to such person
or such person's legal representative a new certificate or a duplicate of the
certificate alleged to have been lost destroyed or stolen. In the exercise of
its discretion, the Board of Directors may waive the indemnification
requirements provided herein.
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ARTICLE VIII
DIVIDENDS
SECTION 8. DIVIDENDS. The Board of Directors of the Corporation may declare
and pay dividends upon the shares of the Corporations capital stock in any form
determined by the Board of Directors, in the manner and upon the terms and
conditions provided by law.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 9.1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agents officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
SECTION 9.2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 9.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers or agents of
the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SECTION 9.4. DEPOSITS. The funds of the Corporation may be deposited or
invested in such bank account in such investments or with such other
depositories as determined by the Board of Directors.
ARTICLE X
AMENDMENTS
SECTION 10. AMENDMENTS. These By-laws may be adopted, amended or repealed by
either the Corporation's Board of Directors or its stockholders.
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