EXHIBIT 3.3(ii)
MONCHEM, INC.
* * * * * * * * * * *
B Y - L A W S
Amended and Restated March 10, 2000
* * * * * * * * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. 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.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors 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 the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
1
Section 2. Annual meetings of stockholders, commencing with the
year 1998, shall be held on the second Friday of February, if not a legal
holiday, and if a legal holiday, then on the next secular 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 3. 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. 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. 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. 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
2
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 any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. 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 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. 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. 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.
3
Section 11. 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. The number of directors which shall constitute the
whole board shall be not less than three (3) nor more than five (5). The
first board shall consist of three (3) directors. Thereafter, 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
stockholders except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified, or until his earlier death, resignation or removal. Directors
need not be stockholders.
Section 2. 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. 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
4
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. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. 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 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 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 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. 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,
5
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. 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. 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. 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
6
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
the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General
Corporation Law of Delaware to be submitted to stockholders for approval or
(ii) adopting, amending or repealing any by-law of the corporation. Such
committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.
Section 12. 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.
7
ARTICLE IV
NOTICES
Section 1. 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 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. 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. 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. 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.
8
Section 3. 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. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. 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.
THE PRESIDENT
Section 6. 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 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.
THE VICE PRESIDENTS
Section 7. 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.
9
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. 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. 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.
THE TREASURER AND ASSISTANT TREASURERS
Section 10. 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.
Section 11. 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
10
directors, when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.
Section 12. If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six 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 13. 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. 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.
Section 2. 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.
11
LOST CERTIFICATES
Section 3. 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.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares, such uncertificated
shares shall be cancelled 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.
FIXING RECORD DATE
Section 5. 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
12
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.
REGISTERED STOCKHOLDERS
Section 6. 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
DIVIDENDS
Section 1. 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.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums
as the directors, from time to time in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends or for repairing or maintaining any property of the corporation,
or for such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
13
ANNUAL STATEMENT
Section 3. 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.
CHECKS
Section 4. 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.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be the
calendar year.
SEAL
Section 6. 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.
INDEMNIFICATION
Section 7(a). 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
14
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 7(b). The corporation shall pay the expenses of each person
referred to in Section 7(a) of this Article VII 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
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 Section 7 of this Article VII or otherwise.
Section 7(c). The right to indemnification conferred in Section 7
of this Article VII 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 Section 7 of this Article VII each shall be a
contract right.
Section 7(d). To obtain indemnification under Section 7 of this
Article VII, 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 7(e). If a claim for indemnification under Section 7(a) of
this Article VII or a
15
claim for payment of expenses under Section 7(b) of this Article VII is not
paid in full by the corporation within 30 days after a written claim
pursuant to Section 7(d) of this Article VII 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 7(f). The rights conferred on any person by Section 7 of
this Article VII 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.
Section 7(g). Any repeal or modification of the foregoing
provisions of Section 7 of this Article VII 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 7(h). 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 Section 7 of this
Article VII with respect to the indemnification and advancement of expenses
of directors, officers and employees of the corporation.
Section 7(i). Any notice, request or other communication required
or permitted to be given to the corporation under Section 7 of this Article
VII shall be in writing and either delivered in person or sent by telecopy,
telex, telegram, overnight mail or courier service, or
16
certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the corporation.
Section 7(j). If any provision or provisions of Section 7 of this
Article VII shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (1) the validity, legality and enforceability of the
remaining provisions of Section 7 of this Article VII (including without
limitation, each portion of any subsection of this Section 7 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 Section 7 of this Article VII (including, without limitation,
each such portion of any subsection of this Section 7 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 VIII
AMENDMENTS
Section 1. 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.
17