EXHIBIT 3.2(ii)
CPFILMS INC.
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B Y - L A W S
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As Amended and Restated
Effective as of July 15, 1999
ARTICLE I
OFFICES
Section 1. Delaware Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the board
of directors may from time to time determine or the business of the
corporation may require.
Section 3. Books and Records. The books and records of the
corporation may be kept outside the State of Delaware in St. Louis County,
Missouri or at such other place or places as may from time to time be
designated by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. Annual meetings of stockholders,
commencing with the year 1999, shall be held in the County of St. Louis,
State of Missouri, at such place as may be fixed from time to time by the
board of directors or at such other place either within or without the State
of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of meeting. Commencing with the year
2000, such meetings shall be held on the second Friday of February, if not a
legal holiday, and if a legal holiday, then on the next business day
following at such time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of
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Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.
Section 4. 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 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.
Section 5. Calling of Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the
president and shall be called by the president or secretary at the request
in writing of a majority of the board of directors, 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 6. Notice of Special Meeting. Written notice of a special
meeting stating the place, date and hour of the meeting and purpose or
purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.
Section 7. Business Transacted at Special Meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 8. Quorum and Adjournment. 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 certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote
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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
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 9. Required Vote. 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 or of the certificate of incorporation a different
vote is required, in which case such express provision shall govern and
control the decision of such question.
Section 10. Proxies. Unless otherwise provided in the certificate
of incorporation 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, but no proxy shall be
voted on after three years from its date, unless the proxy provides for a
longer period.
Section 11. Written Consent. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual
or special meeting of stockholders of the corporation, or any action which
may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. 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.
ARTICLE III
DIRECTORS
Section 1. Number; Tenure. The number of directors which shall
constitute the whole board shall be not less than three (3) nor more than
six (6). Within the limits above specified, the number of directors shall be
determined by resolution of the board of directors or by the stockholders at
the annual meeting. The directors shall be elected at the annual meeting of
the stockholders except as provided in
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Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. 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 or by a majority of the
shareholders, 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. Any director may be removed at any time
with or without cause by the affirmative vote of a majority of the remaining
directors then in office, though less than a quorum.
Section 3. General Powers. The business of the corporation shall be
managed by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are now by statute or by the certificate of incorporation or by
these by-laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. Place. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. Organizational Meetings. The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting provided a quorum shall be present. In the
event of the failure of the stockholders to fix the time or place of such
first meeting of the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the stockholders, 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, or as shall be specified in a written waiver signed by all of the
directors.
Section 6. Regular Meetings. 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.
Section 7. Special Meetings. Special meetings of the board may be
called by the president on three (3) days' notice to each director, either
personally or by mail or 12 hours' notice by facsimile communication;
special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director, in which case
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special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of the sole director.
Section 8. Quorum. At all meetings of the board two (2) of the
total number of 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
certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Action by 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 10. Conference Telephone Meetings. Unless otherwise
restricted by the certificate of incorporation or these by-laws, 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.
COMMITTEES OF DIRECTORS
Section 11. Committees Generally. 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 may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the
member or members 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;
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but no such committee shall have the power or authority in reference to the
following matters: (i) amending the Certificate of Incorporation of the
corporation (except that a Committee may, to the extent authorized in
resolutions providing for the issuance of shares of stock adopted by the
Board of Directors, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets
of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or
any other class or classes of stock of the corporation), (ii) adopting an
agreement of merger or consolidation under Section 251, 252, 254, 257, 258,
263, or 264 of the General Corporation Law of the State of Delaware, (iii)
recommending to the stockholders the sale, lease or exchange of all or
substantially all the corporation's property and assets, or (iv)
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution.
Section 12. Records. Each committee shall keep regular minutes
of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by-law, any director or the entire board of directors may
be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Notices Generally. Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, addressed to such director
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or stockholder at his address as it appears on the records of the
corporation, with postage thereon prepaid, and 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 by facsimile
transmission, electronic mail, telecopier, telegram or telex or telephoned
or delivered to the director personally.
Section 2. Waiver. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation
or of these by-laws, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Elected Officers. The officers of the corporation shall
be chosen by the board of directors and shall be a president, a vice
president, a secretary and a treasurer. The board of directors may also
choose additional vice presidents, and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.
Section 2. Election. The board of directors at its first meeting
after such annual meeting of stockholders shall choose a president, one or
more vice presidents, a secretary and a treasurer.
Section 3. Additional Officers and Agents. The board of directors
may 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 4. Compensation. The salaries of all officers and agents
of the corporation shall be fixed by the board of directors.
Section 5. Term. 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 with or
without cause by the affirmative vote of a majority of the board of
directors then in office, though less than a quorum. Any vacancy occurring
shall be filled by the board of directors.
Section 6. President. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall be ex-officio a member of all
standing committees, shall have
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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.
Section 7. Vice Presidents. 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 vice presidents in the
order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the
president, and when so acting shall have all the powers of and be subject to
all the restrictions upon the president. The vice presidents shall perform
such other duties and have such other powers as the board of directors may
from time to time prescribe.
Section 8. 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, under whose supervision
he shall be. 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 9. Assistant Secretaries. 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 board of directors may from time to time prescribe.
Section 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 monies 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. 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 board of directors, 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 (which shall be renewed
every six years) in such
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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 11. Assistant Treasurers. 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 election), 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 board of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Signatures. The shares of the corporation shall be
represented by a certificate or shall be uncertificated. Certificates shall
be signed by, or in the name of the corporation 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. Any of or all the signatures
on a certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
Section 2. Lost Certificates. The board of directors may direct a
new certificate or certificates or uncertificated shares to be issued in
place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock
to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates or uncertificated shares, 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 may 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 3. Transfers of Stock. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly
endorsed or
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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. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares, such uncertificated
shares shall be canceled and issuance of new equivalent uncertificated
shares or certificated shares shall be made to the person entitled thereto
and the transaction shall be recorded upon the books of the corporation.
Section 4. Fixing 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 change, conversion or
exchange of stock or for the purpose of any other lawful action, the board
of directors may fix, in advance a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty 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 5. Ownership. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate 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 certificate of
incorporation. 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
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corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2. Annual Statement. The board of directors shall, when
called for by the vote of the stockholders, present a full and clear statement
of the business and condition of the corporation.
Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the corporation shall be
the calendar year.
Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 1. Directors, Officers and Employees. The corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise involved in
any claim, action, suit, or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that
he or she, or a person for whom he or she is the legal representative, is or
was a director, officer, or employee of the corporation or is or was serving
at the request of the corporation as a director, officer, employee,
fiduciary or agent of another corporation or of a partnership, joint
venture, trust, non-profit entity, or other enterprise, including service
with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by
such person. The corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person or
a claim made by such person against the corporation only if such proceeding
or claim was authorized by the board of directors of the corporation.
Section 2. Advance of Expenses; Undertaking. The corporation shall
pay the expenses of each person referred to in Section 1 of this Article
VIII incurred in defending any proceeding in advance of its final
disposition, such advances to be paid by the corporation within 30 days
after the receipt by the corporation of a
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statement or statements from the claimant requesting such advance or
advances from time to time; provided, however, that, if the General
Corporation Law of the State of Delaware requires, the advancement of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not, unless otherwise required by law, in any other
capacity in which service was or is rendered by such person while a director
or officer, including, without limitation, service to an employee benefit
plan) prior to the final disposition of a proceeding, shall be made only
upon delivery to the corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be
indemnified under this Article VIII or otherwise.
Section 3. Contract Right. The right to indemnification conferred
in this Article VIII and the right to be paid by the corporation the
expenses incurred in connection with any such proceeding in advance of its
final disposition conferred in this Article VIII each shall be a contract
right.
Section 4. Written Request; Determination of Entitlement. To obtain
indemnification under this Article VIII, a claimant shall submit to the
corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and
is reasonably necessary to determine whether and to what extent the claimant
is entitled to indemnification.
Section 5. Recovery of Unpaid Claim. If a claim for indemnification
under Section 1 of this Article VIII or a claim for payment of expenses
under Section 2 of this Article VIII is not paid in full by the corporation
within 30 days after a written claim pursuant to Section 4 of this Article
VIII has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than actions brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
state of Delaware for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation.
Section 6. Exclusivity. The rights conferred on any person by this
Article VIII shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders
or disinterested directors or otherwise.
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Section 7. Subsequent Modification. Any repeal or modification of
the foregoing provisions of this Article VIII shall not adversely affect any
right or protection hereunder of any person with respect to any act or
omission occurring prior to or at the time of such repeal or modification.
Section 8. Other Persons Granted Right of Indemnification. The
corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and rights to be paid by the
corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any agent of the corporation to the fullest extent
of the provisions of this Article VIII with respect to the indemnification
and advancement of expenses of directors, officers and employees of the
corporation.
Section 9. Form and Delivery of Communication. Any notice, request
or other communication required or permitted to be given to the corporation
under this Article VIII shall be in writing and either delivered in person
or sent by telecopy, telex, telegram, overnight mail or courier service, or
certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the corporation.
Section 10. Illegality; Unenforceability. If any provision or
provisions of this Article VIII shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (1) the validity, legality and
enforceability of the remaining provisions of this Article VIII (including
without limitation, each portion of any Section of this Article VIII
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself held to be invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (2) to the fullest extent
possible, the provisions of this Article VIII (including, without
limitation, each such portion of any Section of this Article VIII containing
any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
ARTICLE IX
CONTRACTS AND PROXIES
Section 1. Contracts. Except as otherwise required by law, the
certificate of incorporation or these by-laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
corporation by such officer or officers of the corporation, as the board of
directors may from time to time direct. Such authority may be general or
confined to specific instances as the board may determine. The President or
the Vice President may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the corporation.
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Section 2. Proxies. The President, the Secretary or an Assistant
Secretary of the corporation shall have the authority (a) to appoint from
time to time an agent or agents of the corporation to exercise in the name
and on behalf of the corporation the powers and rights which the corporation
may have as the holder of stock or other securities in any other
corporation, (b) to vote or consent in respect of such stock or securities
and (c) to execute or cause to be executed in the name and on behalf of the
corporation and under its corporate seal, or otherwise, such written
proxies, powers of attorney or other instruments as he may deem necessary or
proper in order that the corporation may exercise such powers and rights.
The officers named above may instruct any person or persons appointed as
aforesaid as to the manner of exercising such powers and rights.
ARTICLE X
Section 1. Amendments. These by-laws may be altered, amended or
repealed by the affirmative vote of the holders of a majority of the stock
issued and outstanding and entitled to vote, cast at any annual or special
meeting of the stockholders or by the affirmative vote of a majority of the
whole board of directors at any regular or special meeting of the board of
directors.