EXHIBIT 3.3
AMENDED AND RESTATED BY-LAWS
OF ENGINEERED SUPPORT SYSTEMS, INC.
ARTICLE ONE
Principal Office
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The corporation is located in the County of St. Louis, State of
Missouri. Until otherwise ordered by the Board of Directors the principal
office of the corporation shall be 201 Evans Lane, Missouri. The corporation
may have such other offices either within or without the State of Missouri
as the business of the corporation may require from time to time.
ARTICLE TWO
Corporate Seal
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The Board of Directors shall provide a corporate seal which shall
be in the form of a circle and shall have inscribed thereon the name of the
corporation "ENGINEERED SUPPORT SYSTEMS, INC.", "Corporate Seal" and
"Missouri".
ARTICLE THREE
Shareholders
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Section 1. Annual Meeting. The annual meeting of the shareholders
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of the corporation for the election of Directors and the transaction of such
other business as may come before the meeting shall be held at 201 Evans
Lane, St. Louis, Missouri, on the second Thursday in March of each year, if
such date be not a legal holiday; or, if it be a legal holiday, then on the
next day thereafter which is a business day. Failure to hold the annual
meeting at the designated time shall not work a forfeiture or dissolution of
the corporation.
Section 2. Special Meetings. Special meetings of the shareholders
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may be called by the Chairman of the Board or by the President or Vice
President, or by the Secretary or by the Board of Directors, or by any one
of the Directors, or by the holders of not less than one-third (1/3) of all
the outstanding shares entitled to vote at such meeting.
Section 3. Place of Meetings. All meetings of the shareholders
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shall customarily be held at the principal office of the corporation now
located at 201 Evans Lane, St. Louis, Missouri, or at its registered office
in Missouri, or such meetings may be held elsewhere either within or without
Missouri, or such meetings may be held elsewhere either within or without
the State of Missouri if the notice of the meeting or the waiver of such
notice clearly provides.
Section 4. Notice of Meetings. Written or printed notice of each
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meeting of the shareholders stating the place, day and hour of the meeting,
and in case of a special meeting, the purpose or purposes of the meeting for
which the special meeting is called, shall be delivered or given not less
than ten (10) nor more than fifty (50) days before the date of the meeting,
either by the Secretary, or the officer or person calling the meetings. Any
notice of any meeting of the shareholders may, however, be waived as
provided by law by any such shareholder, in writing, or by
telegram, or by attendance of such shareholder at such meeting either in
person or by proxy, except where such shareholder attends the meeting for
the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Any notice of a
shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States Mail with postage thereon prepaid, addressed
to the shareholder at his address as it appears on the records of the
corporation.
Section 5. Organization of Meetings. Every meeting for whatever
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object of the shareholders of the corporation shall be convened by the
President or Vice President acting as President, the Secretary or other
officer or person calling the meeting by notice given as hereinbefore
provided.
Section 6. Quorum and Requisite Vote. The majority of outstanding
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shares entitled to vote at any meeting of the shareholders represented in
person or by proxy shall constitute a quorum at such meeting; but if the
holders of a majority of the outstanding shares entitled to vote there at
shall not be represented in person or by proxy at the time and place fixed
for such meeting, then less than such quorum shall have the right
successively to adjournment to such shareholders not present at the meeting.
Every decision of a majority of such quorum shall be valid as a corporate
act unless a larger vote is required under the Statutes of Missouri.
Section 7. Voting. The record date for the determination of
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shareholders entitled to vote at any meeting shall be determined in
accordance with the provisions of Article VIII of these By-Laws. The
shareholders may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney in fact. At all elections
of Directors of the corporation, each shareholder shall have the right to
cast as many votes in the aggregate as shall equal the number of voting
shares so held by him or her in the corporation, multiplied by the number of
Directors to be elected at such election; and each shareholder may cast the
whole number of votes either in person or by proxy for one candidate or
distribute them among two or more candidates. The voting shall be by ballot
in the following matters: (1) upon the order of the Chairman of the meeting;
(2) upon demand of any shareholders meeting; otherwise, voting may be viva
voce, except when ballot voting is required by statute.
Section 8. List of Shareholders Entitled to Vote. The officer
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having charge of the transfer book for the shares of the corporation shall
make, at least ten (10) days before each meeting of the shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged
in alphabetical order with the address of each shareholder and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the corporation
and shall be subject to inspection by any shareholder at any time during the
usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to inspection by any
shareholder during the whole time of the meeting. The original share ledger
or transfer book or duplicate thereof kept in the State of Missouri shall be
prima facie evidence a to who are the shareholders entitled to examine such
list, or share ledger, or transfer book or to vote at any meeting of the
shareholders. Failure to comply with the above requirements with respect to
lists of shareholders shall not affect the validity of any action taken at
such meeting.
Section 9. Right to Vote. All Shares that appear standing on the
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transfer books of the corporation in the same of any person or persons may be
voted upon by such person or persons, directly by themselves or by proxy
executed in writing by the shareholder or his duly authorized attorney in
fact. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 10. Voting Shares Standing in Name of Another Corporation,
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Fiduciary, or Pledgor or Pledges. Shares standing in the same of another
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corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the By-Laws of such other corporation may prescribe, or in the
absence of such provisions, as the Board of Directors of such other
corporation may determine. Shares standing in the name of a deceased person
may be voted by his administrator, executor, either in person or by proxy.
Shares standing in the name of a guardian, curator or trustee may be voted
by such fiduciary, either in person or by proxy, but no guardian, curator or
trustee shall be entitled, as such fiduciary, to vote shares held by him
without the transfer of such shares into his name. A
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shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares to transferred.
Section 11. Shareholders May Create Voting Trusts. Any number of
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shareholders of a corporation may create a voting trust for the purpose of
conferring a trustee or trustees the right to vote or otherwise represent
their shares for any period without regard to the rule against perpetuities
or similar rules.
Section 12. Corporate Action May Be Taken Without Meetings By
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Written Consents. Any action required to be taken at a meeting of the
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shareholders of the corporation or any action which may be taken at a
meeting of the shareholders may be taken without a meeting if consents in
writing setting forth the action so taken shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as the unanimous vote of
the shareholders at a meeting duly held and may be stated as such in any
certificate or document filed. The Secretary of the corporation shall file
such consents with the Minutes of the meeting of the shareholders.
ARTICLE FOUR
Board of Directors
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Section 1. General Powers. The Board of Directors shall control
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and manage the property, affairs and business of the corporation.
Section 2. Number of Directors. The number of directors of the
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corporation shall be sixteen (16). Said number may be changed from time to
time by amending the By-Laws. Any changes in the number will be reported to
the Secretary of State within thirty (30) calendar days of such change.
Section 3. Election and Term of Office. The Board of Directors
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shall consist of sixteen (16) members. Directors are elected at each annual
meeting of the shareholders and are elected to three (3) year staggered
terms.
Section 4. Filling of Vacancies. In case of the death, illness,
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incapacity to act for any other reason, or the resignation or failure to act
of one or more of the Directors of the corporation, or in the case of any
vacancy or vacancies in the Board of Directors occurring for any other
reason, a majority of the surviving or remaining Directors may declare said
office or offices of Director to be vacant and may thereupon fill the
vacancy or vacancies thus caused until the successor or successors shall
have been duly elected at a meeting or meetings of the shareholders and
shall have duly qualified.
Section 5. Regular Meetings. A regular meeting of the Board of
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Directors shall be held immediately following each Annual Meeting of the
Shareholders of the corporation. No notice of this regular meeting of the
Board of Directors, which shall follow the Annual Meeting of the
Shareholders, shall be required, and said meeting shall be held within the
same metropolitan area as the Annual Meeting of the Shareholders. Additional
regular meetings of the Board of Directors of the corporation shall be held
at such time and such place, either within or without the State of Missouri,
as the Board of Directors may provide by resolution, with no other notice
other than notice of such resolution to all Directors. Meetings of the Board
of Directors of the corporation shall customarily be held at the principal
office of the corporation at 201 Evans Lane, St. Louis, Missouri, but such
meetings may be held elsewhere, either within or without the State of
Missouri, provided that a notice of the meeting or the waiver of such notice
clearly states the time and place of the meeting.
Section 6. Special Meetings. Special Meetings of the Board of
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Directors may be held on call of the chairman of the Board, the President,
Executive Vice President acting as President, the Secretary or any one of
member of the Board, at such time and such place, either within or without
the State of Missouri, as may be
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prescribed in the call, upon three (3) days notice served or mailed to each
member of the Board, stating the time, place and purpose of such meeting.
Section 7. Waiver of Notice. Any notice which is required by law or
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the Articles of Incorporation of these By-Laws of the corporation to be
given to any Director may be waived in writing, signed by such Director,
whether before or after the time stated therein. Attendance of a Director at
any meeting shall also constitute waiver of notice of such meeting, except
where a Director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called
or convened.
Section 8. Quorum and Powers of Majority. A majority of the full
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Board of Directors as prescribed in these By-Laws shall constitute a quorum
for the transaction of business unless a greater number is required by these
By-Laws. The act of the majority of the Directors present at a meeting, at
which a quorum is present, shall be the act of the Board of Directors,
unless the act of a greater number is required by the Articles of
Incorporation or these By-Laws.
Section 9. Board Action May Be Taken Without Meeting By Written
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Consent Of All Directors. If all the Directors, severally or collectively,
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consent in writing to any action to be taken by the Directors, such consents
shall have the same force and effect as the unanimous vote of the Directors
at a meeting duly held and may be stated as such in any certificate or
document filed by the corporation. The Secretary shall file such consents
with the Minutes of the meetings of the Board of Directors.
Section 10. Removal of Directors. Directors may be removed as
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provided in the "The General and Business Corporation Law of Missouri".
Section 11. Executive Committee. The Board of Directors, by
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resolution adopted by the majority of the whole Board of Directors, may
designate four (4) or more Directors to constitute an Executive Committee,
which committee, except as otherwise provided by such resolution, approved
by the majority of the members, shall have and exercise all of the authority
of the Board of Directors in the management of the Corporation.
Section 12. Other Committees. The Board of Directors may also
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appoint from among its own members such other committee as the Board may
determine, which shall in each case consist of not less than three (3)
Directors, and which shall have the powers and duties from time to time
prescribed by the Board.
Section 13. Compensation of the Directors. The Board of Directors,
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by the affirmative vote of the majority of Directors then in office, and
irrespective of any personal interest of any of its members, shall have the
authority to establish compensation of all Directors for services to the
corporation as directors, officers or otherwise. The corporation shall
reimburse all Directors who are not full-time officers of the corporation
for such Director's expenses, if any, for attendance at a meeting of the
Board or any of its committee.
ARTICLE FIVE
Officers
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Section 1. Appointment. The Board of Directors shall choose a
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Chairman of the Board, President, Vice President, a Treasurer, such
additional Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers and such other officers as the Board of Directors may,
from time to time, deem necessary, each of whom may or may not be a
shareholder or directors as the Board may determine in choosing them. Any
two or more offices may be held by the same person.
Section 2. Tenure. The officers above names shall hold their
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respective offices for the term of one year and until their respective
successors shall have been duly appointed and qualified, unless sooner
removed as hereinafter
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provided. Any officer or agent chosen by the Board of Directors may be
removed by the Board of Directors with or without hearing and with or
without cause whenever in the judgment of the Board the best interests of
the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. A
vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors for
the balance of the term.
Section 3. Salaries. The salaries of all officers of the
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corporation shall be fixed by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact that he is
also a Director of the corporation.
Section 4. Voting Shares in Other Corporations. The corporation may
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vote any and all shares of stock and/or other certificates of interest held
by it in any other corporation or corporations, by such officer, agent or
proxy as the Board of Directors may appoint, or in default of such
appointment, by the President or a Vice President.
Section 5. Chairman Emeritus. Chairman Emeritus of the Board of
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Directors shall be the honorary Chairman of the Board of any chair meetings
in absence of the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board - Chief
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Executive Officer shall preside at all meetings of the Board of Directors at
which he attends and shall keep the Board of Directors fully informed and
shall further consult with the Board concerning the business of the
corporations and shall perform such other duties as are incident to his
office and are properly required of him by the Board of Directors, including
co-extensively with the Chief Executive Officer of the Company shall be
responsible for the general supervision over the policies, officers and
employees of the corporations; interface with the business, investment and
banking community; and to review and develop together with the Chief
Executive Officer and the President - Chief Operating Officer of the
Company, the financial business plan and budget each year based upon the
input of the Executive Vice President and Vice President, other employees
and consultants.
Section 7. Chief Executive Officer. The Chief Executive officer
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shall be the Chief Executive and Principal officer of the corporation and
shall be responsible for the day to day administration of the policies of
the Company and shall have the power of the Chief Executive Officer. The
President - Chief Operating Officer shall report directly to the Chief
Executive Officer. The Chief Executive Officer shall have general
supervision over the policies, affairs and finances of the Company and shall
interface with the Chairman of the Board with the investment, business and
banking community. The Chief Executive Officer shall preside at all meetings
of the shareholders of the Company. He may sign with the Secretary,
Assistant Secretary or Treasurer or the President - Chief Operating Officer
or any other proper officer duly authorized by the Board of Directors,
certificates for shares, deals, contracts and the like.
Section 8. President - Chief Operating Officer. The President -
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Chief Operating Officer shall be the principal operating and administrative
officer of the Company and shall be responsible for the day to day
operations and affairs of the Company. All Vice Presidents, managers and
other officers shall report directly to the President - Chief Operating
Officer. The President - Chief Operating Officer shall develop with the
Chief Executive Officer the annual Business Plan and Budget based upon the
input of the Vice Presidents, other employees and consultants of the
Company. He may sign, with the Secretary, Assistant Secretary or Treasurer,
or any other proper officers duly authorized by the Board of Directors, any
documents, mortgages, deeds, contracts or other instruments which the Board
of Directors have authorized to be executed except in the cases above the
signing and execution shall be expressly delegated by the Board of
Directors, by these By-Laws or some other officers as agents of the Company;
and in general perform all other duties incident to the office of President
- - Chief Operating Officer.
Section 9. Vice President. In case of the absence, inability to
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act, or sickness of the President, that Vice President who is senior in
point of service as Vice President shall perform all duties of the
President, unless another Vice President is designated by the Board of
Directors to perform such duties. Each of the Vice Presidents shall also
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perform such other duties as may, from time to time, be prescribed or him by
the Board of Directors or by the President or acting President.
Section 10. Secretary. The Secretary shall attend all meetings of
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the shareholders and of the Board of Directors; keep minutes thereof in
books to be kept for that purpose; give or cause to be given notices of all
meetings of the shareholders and of the Board of Directors; have custody of
the seal of the corporation; affix the same to all papers required to be
sealed; have custody of all books, papers and documents of the corporation
entrusted to the Secretary by the Board of Directors or other officers; and
perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President or Acting President. In the absence
of the Secretary, an Assistant Secretary shall perform his duties.
Section 11. Treasurer. The Treasurer shall, under the supervision
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and control at all times of the Board of Directors or the President or
acting resident, have custody of the funds and securities of the
corporation; keep such funds and securities deposited in such financial
institutions or in such other manner as the Board of Directors may, from
time to time, direct; keep full and accurate account of receipts and
disbursements belonging to the corporation; and perform such other duties as
may, from time to time, be prescribed by the Board of Directors, or by the
President or acting President. In the absence of the Treasurer, an Assistant
Treasurer shall perform his duties.
Section 12. Other Appointees. All persons chosen by the Board of
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Directors to fill any other or additional offices which may be created by
the Board shall have such titles and perform such duties as the Board may,
from time to time, prescribe, including, but not limited to, Assistant
Secretary or Assistant Treasurer.
ARTICLE SIX
Indemnification of Directors, Officers, Employees and Agents
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Section 1. Actions Involving Directors, Officers or Employees. The
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Corporation shall indemnify any person who was or is a party (other than a
party plaintiff suing on this own behalf or in the right of the
Corporation), or who is threatened to be made such a party, to any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative (including, but not limited to, an
action by or in the right of the Corporation) by reason of the fact that he
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 or employee
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding; provided, that no such
person shall be indemnified (a) except to the extent that the aggregate of
losses to be indemnified under the provisions of this Article VI exceeds the
amount of such losses for which the Director, officer or employee is insured
pursuant to any directors and officers liability insurance policy maintained
by the Corporation; (b) in respect to remuneration paid to such person if it
shall be finally adjudged that such remuneration was in violation of law;
(c) on account of any suit in which judgment is rendered against such person
for an accounting of profits made from the purchase or sale by such person
of securities of the Corporation pursuant to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (d) on account of
such person's conduct which is finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct; and (e) if it
shall be finally adjudged that such indemnification is not lawful.
Section 2. Actions Involving Agents. The Corporation may indemnify
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any person who was or is a party (other than a party plaintiff suing on his
own behalf or in the right of the Corporation), or who is threatened to be
made such a party, to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the
Corporation) by reason of the fact that he is an agent of the Corporation,
or is or was serving at the request of the Corporation as an agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees),
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judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, all to
the full extent permitted by law. Agents shall include, but not be limited
to, investment bankers, consultants, attorneys and the like.
Section 3. Determination of Right to Indemnification in Certain
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Instances. (a) Any indemnification under Section 1 of this ARTICLE SIX
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(unless ordered by a court) shall be made by the Corporation unless a
determination is reasonably and promptly made that indemnification of the
Director, officer or employee is not proper in the circumstances because he
has not satisfied the conditions as set forth in such Section 1. Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceedings, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested Directors so directed by independent
legal counsel in a written opinion, or (iii) by the shareholders; provided,
that no such determination shall preclude an action brought in an
appropriate court to challenge such determination.
(b) Any indemnification under Section 2 of this ARTICLE SIX (unless
ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in such Section 2. Such determination shall be made (i) by
the Board by a majority vote of a quorum consisting of Directors who were
not parties to such action, suit or proceedings, or (ii) if such a quorum is
not obtainable, or even if obtainable, a quorum of disinterested Directors
so directed by independent legal counsel in a written opinion, or (iii) by
the shareholders.
Section 4. Advance Payment of Expenses. Expenses incurred by
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defending any civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
Section 5. Successful Defense. Notwithstanding any provision of
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this ARTICLE SIX, to the extent that a Director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise (including
the dismissal of an action without prejudice or the settlement of an action
without admission of liability) in defense of any action, suit or proceeding
referred to in Section 1 or 2 of this ARTICLE SIX, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 6. Not Exclusive Right. The indemnification provided by
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this ARTICLE SIX shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any statute, by-law,
agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in an official capacity and as to action in another
capacity while holding such office. Without limiting the generality of the
foregoing, in the event of conflict between the provisions of this ARTICLE
SIX and the provisions of any agreement adopted by the shareholders between
the Corporation on the one hand, and any Director, officer, employee or
agent of the Corporation on the other, providing for indemnification, the
terms of such agreement shall prevail. Any indemnification, whether required
under this By-Law or permitted by statute or otherwise, shall continue as to
a person who has ceased to be a Director, officer or employee and shall
inure to the benefit of the heirs, executors and administrators of such
person.
Section 7. Insurance. The Board shall have the power to cause the
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Corporation to purchase and maintain insurance on behalf of any person who
is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee of agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him and incurred
by him in any such capacity, arising out of his status as such, where or not
the corporation would have the power to indemnify him against such liability
under the provisions of this Article.
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Section 8. Subsidiaries of Corporation. For the purposes of this
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ARTICLE SIX, (a) any officer, Director, employee or agent of the Corporation
who shall serve as an officer, director, employee or agent of any other
corporation, joint venture, trust or other enterprise of which the
Corporation, directly or indirectly, is or was a stockholder or creditor, or
in which the Corporation is or was in any way interested, or (b) any
officer, director, employee or agent of any subsidiary corporation, venture,
trust or other enterprise wholly owned by the Corporation, shall be deemed
to be serving as such director, officer, employee or agent at the request of
the Corporation, unless the Board shall determine otherwise. In all
instances where any person shall serve as a director, officer, employee or
agent of another corporation, joint venture, trust or other enterprises of
which the Corporation is or was a stockholder or creditor, or in which it is
or was otherwise interested, if it is not otherwise established that such
person is or was serving as such director, officer, employee or agent at the
request of the Corporation, the Board may determine whether such service is
or was at the request of the Corporation, and it shall not be necessary to
show any actual or prior request for such service.
ARTICLE SEVEN
Amendments
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The Board of Directors or the shareholders shall have the power to
make, amend, and repeal additional and supplementary By-Laws, and amend an
repeal these By-Laws, at any regular or special meeting of either thereof or
by unanimous consent, and notice of any such proposed additional or
supplementary By-Laws, or the proposed repeal or amendment of any By-Law
need not be included in the call of said meeting. Any amendment or repeal of
these By-Laws so made by the board of Directors may, unless otherwise
expressly provided in the Articles of Incorporation, by amended, repealed or
the former By-Law reinstated, and any such additional or supplemental By-Law
so made, amended or repealed by the Board of Directors may, unless otherwise
expressly provided in the Articles of Incorporation, by amended, repealed or
the former, additional or supplemental By-Law reinstated, by action of the
shareholder or shareholders owning a majority of the corporation's voting
shares.
ARTICLE EIGHT
Further Provisions Relating To
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Shares and Shareholders
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Section 1. Certificates. The shares of the corporation shall be
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represented by certificates. Such certificates shall be in such form as the
Board of Directors may determine, not inconsistent, however, with the
Articles of Incorporation, and shall be signed by the President or a Vice
President, and also by the Secretary or Treasurer, or an Assistant Secretary
or Assistant Treasurer, and sealed with the seal of the corporation, which
seal may be a facsimile, engraved or printed.
Section 2. Stock Records. The corporation shall keep and maintain
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at its registered office or principal place of business in the State of
Missouri books in which shall be recorded the number of shares subscribed,
the names of owners of the shares, the number of shares owned by them
respectively, the amount of shares paid and by whom, and the transfer of
such shares with the date of such transfers.
Section 3. Transfers. Shares of stock shall be transferable only on
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the books of the corporation by the person named in the certificate
therefore, or by his attorney lawfully constituted in writing and upon
surrender of the certificate or certificates representing the shares
transferred, properly endorsed for transfer or accompanied by proper
evidence of succession, assignment or authority to transfer. All stock
certificates surrendered to the corporation for transfer shall be cancelled.
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Section 4. Regulations Governing Issuance and Transfer of Shares.
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The Board of Directors shall have the power and authority to make all such
rules and regulations as it shall deem expedient concerning the issue,
transfer and registration of certificates for shares of stock of the
corporation.
Section 5. Lost or Destroyed Certificates. Where a certificate for
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shares of the corporation has been lost or destroyed, the Board of Directors
may authorize the issuance of a new certificate in lieu thereof, upon
satisfactory proof of such loss or destruction, and upon the giving of a
bond with sufficient surety to be approved by the Board of Directors to
protect the corporation or any person injured by the issuance of the new
certificate from any liability or expenses which it or they may incur by
reason of the original certificate remaining outstanding and upon payment of
the corporation's reasonable cost incident thereto.
Section 6. Registered Shareholders. The corporation shall be
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entitled to treat the holder of record of any share of shares of stock as
the holder in fact thereof, and shall not be bound to recognize any
equitable or other claim to or interest in said share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided in the laws of the State of Missouri.
Section 7. Closing of Transfer Books and Fixing of Record Dates.
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The Board of Directors shall have power to close the share transfer books of
the corporation for a period not exceeding fifty (50) days preceding the
date of any meeting of shareholders or the date for the payment of any
dividend, or the date for the allotment of rights, or the date for any
change, or conversion or exchange of shares shall go into effect; provided,
however, that in lieu of closing the share transfer books as aforesaid, the
Board of Directors may fix in advance a date not exceeding fifty (50) days
preceding the date of any meeting of shareholders or the date for the
payment of any dividend, or the date for the allotment of rights or the date
when any change or conversion or exchange of shares shall go into effect, as
the record date for the determination of the shareholders entitled to notice
of and to vote at such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or
to exercise rights in respect to any such change or conversion or exchange
of shares; and in each such case, such shareholders and only such
shareholders as shall be shareholders of record on the date of closing the
share transfer books, or on the record date so fixed, shall be entitled to
notice of and to vote as such meeting, and any adjournment thereof, or to
receive payment of such dividend or to receive such allotment of rights, or
to exercise such rights as the case may be notwithstanding any transfer of
any shares on the books of the corporation after such date of closing of the
share transfer books or such record date affixed as aforesaid. If the Board
of Directors shall not have closing the share transfer books or set a record
date for the determination of its shareholders entitled to notice of, and to
vote at, a meeting of shareholders, only the shareholders who are
shareholders of record at the closing of business on the twentieth day
preceding the date of the meeting shall be entitled to notice of, and to
vote at, the meeting, and any ajournment of the meeting; except that, if
prior to the meeting written waivers of notice of the meeting are signed and
delivered to the corporation by all of the shareholders of record at the
time the meeting is convened, only the shareholders who are shareholders of
record at the time the meeting is convened shall be entitled to vote at the
meeting, and any adjournment of the meeting.
Section 8. Dividends. The Board of Directors may from time to time
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declare, and the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE NINE
Execution of Papers and Documents
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All checks, bills, notes, drafts, vouchers, warehouse receipts,
bonds, mortgages, contracts, registration certificates and all other papers
and documents of the corporation shall be signed or endorsed for the
corporation by such of its officers or agents as the Board of Directors may
from time to time determine and prescribe, or in the absence of such
determination by the Chairman of the Board, President or a Vice President;
provided that
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instruments requiring execution with the formality of deeds shall be signed
by the President or a Vice President and sealed with the seal of the
corporation duly attested by the Secretary or an Assistant Secretary.
ARTICLE TEN
Fiscal Year
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The fiscal year of the corporation shall be established from time
to time by resolution of the Board of Directors.
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