Exhibit 3.26
BY-LAWS
OF
TOTAL TRIM, INC. -- SOUTH
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of, the Corporation by the Chairman or Vice Chairman
of the Board of Directors, if any, or by the President or a Vice President and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation representing the number of shares owned by him or
her in the Corporation. Any and all signatures on any such certificate may be
facsimiles. 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 she
were such officer, transfer agent, or registrar at the date of issue.
Whenever the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class of stock
and whenever the Corporation shall issue any shares of its stock as partly
paid stock, the certificate representing shares of any such class or series
or of any such partly paid stock shall set forth thereon the statements
prescribed by the General Corporation Law. Any restrictions on the transfer
or registration of transfer of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such shares.
The Corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or his legal representative, to give
the Corporation a bond sufficient to indemnify the Corporation 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.
2. FRACTIONAL SHARE INTERESTS. The Corporation
may, but shall not be required to, issue fractions of a share. If the
Corporation does not issue fractions of a share, it shall (1) arrange for the
disposition of fractional interests by those entitled thereto, (2) pay in cash
the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined, or (3) issue scrip or warrants
in registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
1
aggregating a full share. A certificate for a fractional share shall, but scrip
or warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the Corporation in the event of liquidation, in each case to
the extent of such fraction. The Board of Directors may cause scrip or warrants
to be issued subject to the conditions that they shall become void if not
exchanged for certificates representing full shares before a specified date, or
subject to the conditions that the shares for which scrip or warrants are
exchangeable may be sold by the Corporation and the proceeds thereof distributed
to the holders of scrip or warrants, or subject to any other conditions which
the Board of Directors may impose.
3. STOCK TRANSFERS. Upon compliance with
provisions restricting the transfer or registration of transfer of shares of
stock, if any, transfers or registration of transfers of shares of stock of the
Corporation shall be made only on the stock ledger of the Corporation and on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose
of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, the Board of Directors
may fix, in advance, a record date, which 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 days nor less
than ten days before the date of such meeting. If no record date is fixed,
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 any meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting of stockholders, 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 date shall not be
more than ten days after the date upon 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 meeting of stockholders, when
no prior action by the Board of Directors is required by the General Corporation
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 place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made 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
the General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
2
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
In order that the Corporation may determine 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 of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
5. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a waiver thereof
or to participate or vote thereat or to consent or dissent in writing in lieu of
a meeting, as the case may be, the term "share" or "shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the Corporation has only one class of shares of stock
outstanding; and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Certificate of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Certificate of Incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder.
6. STOCKHOLDER MEETINGS.
6.1 TIME. The annual meeting shall be held
on the date and at the time fixed, from time to time, by the Board of Directors,
provided, that the first annual meeting shall be held on a date within thirteen
months after the organization of the corporation, and each successive annual
meeting shall be held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on the date and at the
time fixed by the Board of Directors.
6.2 PLACE. Annual meetings and special
meetings shall be held within or without the State of Delaware, as the Board of
Directors may, from time to time, fix. Whenever the Board of Directors shall
fail to fix such place, the meeting shall be held at the registered office of
the Corporation in the State of Delaware.
6.3 CALL. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by the
General Corporation Law or by the Certificate of Incorporation, may be called
by action of the Board of Directors, the Chairman of the Board or the
President and shall be called by the Chairman of the Board, the President or
the Secretary at the written request of a majority of the Board of Directors
then in office or the holders of a majority of the outstanding shares of
stock entitled to vote.
3
6.4 NOTICE OR WAIVER OF NOTICE. Written
notice of all meetings of stockholders shall be given, stating the place, date,
and hour of the meeting and stating the place within the city or other
municipality or community at which the list of stockholders of the Corporation
may be examined. The notice of an annual meeting shall state that the meeting is
called for the election of directors and for the transaction of other business
which may properly come before the meeting, and shall (if any other action which
could be taken at a special meeting is to be taken at such annual meeting) state
any other purpose or purposes. The notice of a special meeting shall in all
instances state the purpose or purposes for which the meeting is to be called.
The notice of any meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Law. Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, not less than ten days nor
more than sixty days before the date of the meeting. Notice by mail shall be
deemed to be given when deposited, with postage thereon prepaid, in the United
States mail directed to the stockholder at his or her address as it appears on
the records of the Corporation. If a meeting is adjourned to another time, not
more than thirty days hence, and/or to another place, and if an announcement of
the adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the Board of Directors,
after adjournment, fix a new record date for the adjourned meeting. Notice need
not be given to any stockholder who submits a written waiver of notice signed by
him or her before or after the time stated therein. Attendance of a stockholder
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends the meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
6.5 STOCKHOLDER LIST. The officer who
has charge of the stock ledger of the Corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of 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 days prior to
the meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in
the notice of the meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the Corporation, or to vote
at any meeting of stockholders.
6.6 CONDUCT OF MEETING. Meetings of the
stockholders shall be presided over by one of the following officers in the
order of seniority and if present and acting, the Chairman of the Board, if any,
the Vice Chairman of the Board, if any, the President, a Vice President, if any,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the Corporation, or in his
absence, an Assistant
4
Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the chairman of the meeting
shall appoint a secretary of the meeting.
6.7 PROXY REPRESENTATION. Every
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 or her by proxy. A
stockholder may execute a writing authorizing another person or persons to
act for him or her as proxy. Execution may be accomplished by the stockholder
or his or her authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such writing by any
reasonable means including, but not limited to, by facsimile signature. A
stockholder may authorize another person or persons to act for him or her as
proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will
be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be
the holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was authorized by
the stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the
information upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant
to the above may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission. No proxy shall be voted or acted
upon after three years from its date unless such 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 with an interest
sufficient in law to support an irrevocable power. A proxy may be made
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.
6.8 INSPECTORS. The Board of Directors, in
advance of any meeting of stockholders, may, but need not unless prescribed by
the General Corporation Law, appoint one or more inspectors of election to act
at the meeting or any adjournment thereof and make a written report thereof. If
an inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the directors in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall count all votes and ballots, determine
and retain for a reasonable period a record of the disposition of any challenges
made to any determination by inspectors and certify their determination of the
number of shares represented at the meeting, and their count of all votes and
ballots.
5
6.9 QUORUM. The holders of a majority of
the outstanding shares of stock shall constitute a quorum at a meeting of
stockholders for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.
6.10 VOTING. Each share of stock shall
entitle the holder thereof to one vote. In the election of directors, a
plurality of the votes cast shall elect. Any other action shall be authorized by
a majority of the votes cast except where the General Corporation Law prescribes
a different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the Certificate of
Incorporation or these By-Laws. In the election of directors, and for any other
action, voting need not be by written ballot.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing and who, if the action
had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders or members to take the action were
delivered to the Corporation as provided in these By-Laws.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors of the Corporation except as otherwise provided in the
General Corporation Law or in the Certificate of Incorporation. The Board of
Directors shall have the authority to fix the compensation of the members
thereof. The use of the phrase "whole Board of Directors" herein refers to the
total number of directors which the Corporation would have if there were no
vacancies.
2. QUALIFICATIONS AND NUMBER. A director need
not be a stockholder, or a citizen or resident of the United States or the State
of Delaware. The initial Board of Directors shall consist of three persons.
Except for the initial Board of Directors, the number of directors
6
may be fixed from time to time by action of the stockholders or of the Board
of Directors. The number of directors may be increased or decreased by action
of the stockholders or of the Board of Directors.
3. ELECTION AND TERM. The first Board of
Directors, unless the members thereof shall have been named in the Certificate
of Incorporation, shall be elected by the incorporator or incorporators and
shall hold office until the first annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the
Corporation. Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
or until their successors are elected and qualified or until their earlier
resignation or removal. Newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause or without cause, may be filled by the vote of a majority of
the remaining directors then in office although less than a quorum, or by the
sole remaining director.
4. MEETINGS.
4.1 TIME. Meetings of the Board of
Directors shall be held at such time as the Board of Directors shall fix,
except that the first meeting of a newly elected Board of Directors shall be
held as soon after its election as the directors may conveniently assemble.
4.2 PLACE. Meetings of the Board of
Directors shall be held at such place within or without the State of Delaware as
shall be fixed by the Board of Directors.
4.3 CALL. No call shall be required for
regular meetings of the Board of Directors for which the time and place have
been fixed. Special meetings of the Board of Directors may be called by or at
the direction of the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, or the President, or of a majority of the directors in office.
4.4 NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.
No notice shall be required for regular meetings of the Board of Directors for
which the time and place have been fixed. Written, oral, or any other mode of
notice of the time and place shall be given for special meetings of the Board of
Directors in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him or
her before or after the time for the meeting stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when he or she attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in any written waiver of notice.
4.5 QUORUM AND ACTION. A majority of the
whole Board of Directors shall constitute a quorum for the transaction of
business except when a vacancy or
7
vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided, that such majority shall
constitute at least one third of the whole Board of Directors. A majority of
the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as otherwise provided by the
General Corporation Law, 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. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law
and these By-Laws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board of Directors or action of
disinterested directors.
4.6 CHAIRMAN OF THE MEETING. The Chairman
of the Board of Directors, if any, and if present and acting, shall preside at
all meetings of the Board of Directors. Otherwise, the Vice Chairman of the
Board of Directors, if any and if present and acting, or the President, if
present and acting, or any other director chosen by the Board of Directors,
shall preside.
5. REMOVAL OF DIRECTORS. Except as may
otherwise be provided by the General Corporation Law, any director or the entire
Board of Directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of any such committee or committees, 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 the powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation with the exception of any authority
the delegation of which is prohibited by Section 141 of the General Corporation
Law or by these By-Laws, and may authorize the seal of the Corporation to be
affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or
permitted to be taken at any meeting of the Board of Directors or 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.
8. ELECTRONIC COMMUNICATION. Any member or
members of the Board of Directors or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors, or any
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.
8
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a
President and a Secretary, and, if deemed necessary, expedient, or desirable by
the Board of Directors, a Chief Executive Officer, a Chairman of the Board, a
Vice Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him or her, no officer other than the Chairman
or Vice Chairman of the Board, if any, need be a director. Any number of offices
may be held by the same person.
Unless otherwise provided in the resolution choosing
him or her, each officer shall be chosen for a term which shall continue
until the meeting of the Board of Directors following the next annual meeting
of stockholders and until his successor shall have been chosen and qualified
or until his earlier resignation or removal. Any officer may be removed, with
or without cause, by the Board of Directors. Any vacancy in any office may be
filled by the Board of Directors.
All officers of the Corporation shall have such
authority and perform such duties in the management and operation of the
Corporation as may be prescribed in the resolutions of the Board of Directors
designating and choosing such officers or prescribing the authority and
duties of the various officers of the Corporation, and as are customarily
incident to their office, except to the extent that such resolutions may be
inconsistent therewith. The Secretary or Assistant Secretary of the
Corporation shall record all of the proceedings of all meetings and the
actions in writing of stockholders, directors and committees of directors,
and shall exercise such additional authority and perform such additional
duties as the Board of Directors shall assign to him or her.
The President of the Corporation shall, subject to the
control of the Board of Directors, manage the business of the Corporation.
ARTICLE IV
INDEMNIFICATION
The Corporation, to the full extent permitted by law,
shall indemnify any director or officer of the Corporation 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 in nature, by reason of the fact that such person is or was
a director or officer of the Corporation, or is or was serving at the request
of the Corporation as a
9
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding and/or the defense
or settlement of such action or suit, and the Corporation may enter into
agreements with any such person for the purpose of providing for such
indemnification.
To the extent that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding paragraph, or in defense
of any claim, issue or matter therein, and the Corporation shall not previously
have reimbursed or paid for all such expenses, such person shall be indemnified
against expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection therewith.
Expenses (including attorneys' fees) incurred by a
director or officer in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation against such expenses as
authorized by this Article.
The indemnification and advancement of expenses
permitted by this Article shall not be deemed exclusive of any other rights to
which any person may be entitled under any agreement, or by virtue of vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the
Board of Directors shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed,
and shall be subject to change, by the Board of Directors.
10
ARTICLE VII
CONTROL OVER BY-LAWS
Subject to the provisions of the Certificate of
Incorporation and the provisions of the General Corporation Law, the power to
amend, alter or repeal these By-Laws and to adopt new By-Laws may be exercised
by the Board of Directors or by the stockholders entitled to vote.
ARTICLE VIII
BOOKS AND RECORDS
1. BOOKS AND RECORDS. The books and records of
the Corporation may be kept at such places within or without the State of
Delaware as the proper officers of the Corporation may from time to time
determine.
2. STOCK RECORD. The person in whose name
shares of stock stand on the stock record of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.
11