BY-LAWS
OF
DERMAPLUS, INC.
ARTICLE I
OFFICES
1.1. Registered Office: The registered office shall be established
and maintained at Wilmington, Delaware and Corporation Service Corp be the
registered agent of the Corporation in charge thereof.
1.2. Other Offices: The Corporation may have other offices, either
within or outside the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require, provided, however, that the Corporation's books and
records shall be maintained at such place within the continental United
States as the Board of Directors shall from time to time designate.
ARTICLE II
STOCKHOLDERS
2.1. Place of Stockholders' Meetings: All meetings of the
stockholders of the Corporation shall be held at such place or places,
within or outside the State of Delaware as may be fixed by the Board of
Directors from time to time or as shall be specified in the respective
notices thereof. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any designated place but may
instead be held solely by means of remote communication. Stockholders and
proxyholders not physically present at a meeting of stockholders may, by
means of remote communication participate in a meeting of stockholders and
be deemed present in person and vote at a meeting of stockholders whether
such meeting is to be held at a designated place or solely by means of
remote communication, provided that (i) the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted
to vote at the meeting by means of remote communication is a stockholder or
proxyholder, (ii) the Corporation shall implement reasonable measures to
provide such stockholders and proxyholders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to stockholders,
including an opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by
means of remote communication, a record of such vote or other action shall
be maintained by the Corporation.
2.2. Date and Hour of Annual Meetings of Stockholders: If there be a
failure to hold the annual meeting or to take action by written consent to
elect Directors in lieu of an annual
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meeting for a period of 30 days after the date designated for the annual
meeting, or if no date has been designated, for a period of 13 months. after the
latest to occur of the organization of the Corporation, its last annual meeting
or the last action by written consent to elect Directors in lieu of an annual
meeting, the Court of Chancery may summarily order a meeting to be held upon the
application of any stockholder or Director.
2.3. Purpose of Annual Meetings: At each annual meeting, the
stockholders shall elect the members of the Board of Directors for the
succeeding year. At any such annual meeting any further proper business may be
transacted.
2.4. Special Meetings of Stockholders: Special meetings of the
stockholders or of any class or series thereof entitled to vote may be called by
the Board of Directors, President or by the Chairman of the Board of Directors,
or at the request in writing by stockholders of record owning at least fifty
(50%) percent of the issued and outstanding voting shares of common stock of the
Corporation.
2.5. Notice of Meetings of Stockholders: Except as otherwise expressly
required or permitted by law, not less than ten days nor more than sixty days
before the date of every stockholders' meeting the Secretary shall give to each
stockholder of record entitled to vote at such meeting, written notice, served
personally by mail or by telegram, stating the following: the place, date and
hour of the meeting, the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting; and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Such notice, if mailed shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address for notices to such stockholder as it appears on the
records of the Corporation. Any notice to stockholders shall be effective if
given by a form of electronic transmission consented to by the stockholder to
whom notice is to be given.
2.6. Quorum of Stockholders: (a) Unless otherwise provided by the
Certificate of Incorporation or by law, at any meeting of the stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
the votes thereat shall constitute a quorum. The withdrawal of any stockholder
after the commencement of a meeting shall have no effect on the existence of a
quorum, after a quorum has been established at such meeting.
(b) At any meeting of the stockholders at which a quorum shall
be present, a majority of voting stockholders, present in person or by proxy,
may adjourn the meeting from time to time without notice other than announcement
at the meeting so long as the time, place, if any, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. the absence of a quorum, the Officer
presiding thereat shall have power to adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting, other than
announcement at the meeting, shall not be required to be given except as
provided in paragraph (d) below and except where expressly required by law.
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(c) At any adjourned session AT which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting originally called but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof, unless a new record date is fixed by the Board of
Directors.
(d) However, if an 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.
2.7. Chairman and Secretary of Meeting: The President, shall preside at
meetings of the stockholders. The Secretary shall act as secretary of the
meeting or if he is not present, then the presiding Officer may appoint a person
to act as secretary of the meeting.
2.8. Voting by Stockholders: Except as may be otherwise provided by the
Certificate of Incorporation or these by-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
voting stock standing in his name on the books of the Corporation on the record
date for the meeting. Except as otherwise provided by these by-laws, all
elections and questions shall be decided by the vote of a majority in interest
of the stockholders present in person or represented by proxy and entitled to
vote at the meeting.
2.9. Proxies: Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy. A proxy may be in writing,
subscribed by the stockholder or his duly authorized attorney-in-fact, but need
not be dated, sealed, witnessed or acknowledged, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy calls
for a longer period. A stockholder may authorize another person to act for such
stockholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the
proxyholder, provided that any such communication must either set forth or be
submitted with information from which it can be determined that such
communication was authorized by the stockholder.
2.10. Inspectors: The election of Directors and any other vote by
ballot at any meeting of the stockholders shall be supervised by one or more
inspectors. Such inspectors may be appointed by the presiding Officer before or
at the meeting; or if one or both inspectors so appointed shall refuse to serve
or shall not be present, such appointment shall be made by the Officer presiding
at the meeting.
2.11. List of Stockholders: (a) At least ten days before every meeting
of stockholders, the Secretary shall prepare and make 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.
(b) For a period of at least ten days prior to the meeting,
such list shall be open to examination by any stockholder for any purpose
germane to the meeting, either at the principal place of business of the
Corporation during ordinary business hours or on a reasonably accessible
electronic network, and the information required to gain access to such list is
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provided with the notice of the meeting. if the meeting is to be held at a
designated place, then the list shall be produced and kept at the time and place
where the meeting is to be held and may be inspected by any stockholder who is
present. If the meeting is to be held solely by means of remote communication,
then the list shall be open to inspection of any stockholder during the meeting
on a reasonably accessible electronic network and the information required to
access such list shall be provided with the notice of the meeting.
(c) The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by this
Section 2.11 or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.
2.12. Procedure at Stockholders' Meetings: Except as otherwise provided
by these bylaws or any resolutions adopted by the stockholders or Board of
Directors, the order of business and all other matters of procedure at every
meeting of stockholders shall be determined by the presiding Officer.
2.13. Action By Consent Without Meeting: Unless otherwise provided by
the Certificate of Incorporation, any action required to one taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, 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. An electronic transmission consenting to an
action to be taken and transmitted by a stockholder, member or proxyholder or by
a person authorized to act for a stockholder, member or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this section provided
that such electronic transmission sets forth information from which the
Corporation can determine that the electronic transmission was transmitted by
the stockholder or proxyholder and the date on which the stockholder or
proxyholder transmitted such electronic transmission. The date on which such
electronic transmission is transmitted shall be deemed the date on which such
consent was signed. No consent given by electronic transmission shall be deemed
delivered until reproduced in paper and delivered to the Corporation at its
registered office in the state, its principal place of business or an Officer
having custody of the record book of stockholder meetings in the manner provided
by the Board of Directors.
DIRECTORS
3.1. Powers of Directors: The property, business and affairs of the
Corporation shall be managed by its Board of Directors which may exercise all
the powers of the Corporation except such as are by the law of the State of
Delaware or the Certificate of Incorporation or these by-laws required to be
exercised or done by the stockholders.
3.2. Number, Method of Election. Terms of Office of Directors: The
number of Directors, which shall constitute the Board of Directors, shall be
three (---3- ) unless and until otherwise determined by a vote of a majority of
the entire Board of Directors. Each Director shall hold office until the next
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annual meeting of stockholders and until his successor is elected and qualified,
provided, however, that a Director may resign at any time. Directors need not be
stockholders. All elections of Directors shall be by written ballot, unless
otherwise provided in the Certificate of Incorporation; if authorized by the
Board of Directors, such requirement of a written ballot shall be satisfied by a
ballot submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxyholder.
3.3. Vacancies on Board of Directors; Removal: (a) Any Director may
resign his office at any time by delivering his resignation in writing or by
electronic transmission to the Chairman of the Board or to the President. The
resignation will take effect at the time specified therein or, if no time is
specified, it will be effective at the time of its receipt by the Corporation.
The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
(b) Any vacancy in the authorized number of Directors may be
filled by majority vote of the stockholders and any Director so chosen shall
hold office until the next annual election of Directors by the stockholders and
until his successor is duly elected and qualified or until his earlier
resignation or removal.
(c) Any Director may be removed with or without cause at any
time by the majority vote of the stockholders given at a special meeting of the
stockholders called for that purpose.
3.4. Meetings of the Board of Directors: (a) The Board of Directors may
hold its meetings, both regular and special, either within or outside the State
of Delaware.
(b) Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be determined by resolution of
the Board of Directors. No notice of such regular meetings shall be required. if
the date designated for any regular meeting shall be a legal holiday, then the
meeting shall be held on the next day that is not a legal holiday.
(c) The first meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of the stockholders for
the election of Officers and the transaction of such other business as may come
before it. If such meeting is held at the place of the stockholders' meeting, no
notice thereof shall be required.
(d) Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board or the President or at
the written request of any one Director.
(e) The Secretary shall give notice to each Director of any
special meeting of the Board of Directors by mailing the same at least three
days before the meeting or by telegraphing, telexing, or delivering the same not
later than the date before the meeting.
Unless required by law, such notice need not include a
statement of the business to be transacted at, or the purpose of, any such
meeting. Any and all business may be transacted at any meeting of the Board of
Directors. No notice of any adjourned meeting need be given.
No notice to or waiver by any Director shall be required with
respect to any meeting at which the Director is present.
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3.5. Quorum and Action: Unless provided otherwise by law or by the
Certificate of Incorporation or these by-laws, a majority of the Directors shall
constitute a quorum for the transaction of business; but if there shall be less
than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. The vote of a majority of the Directors
present at any meeting at which a quorum is present shall be necessary to
constitute an act of the Board of Directors.
3.6. Presiding Officer and Secretary of the Meeting: The President, or,
in his absence a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act as
secretary of the meeting, but in his absence the presiding Officer may appoint a
secretary of the meeting.
3.7. Action by Consent Without Meeting: 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 or by electronic
transmission, and the writing or writings or electronic transmission or
electronic transmissions are filed with the minutes or proceedings of the Board
or committee. Such filing shall be in paper form if the minutes are maintained
in paper form and shall be in electronic form if the minutes are maintained in
electronic form.
3.8. Action by Telephonic Conference: Members of the Board of
Directors, or any committee designated by such board, may participate in a
meeting of such board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
3.9. Committees: The Board of Directors shall, by resolution or
resolutions passed by a majority of Directors, designate one or more committees,
each of such committees to consist of one or more Directors of the Corporation,
for such purposes as the Board shall determine. 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 such committee.
3.10. Compensation of Directors: Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE IV
OFFICERS
4.1. Officers, Title, Elections. Terms: (a) The elected Officers of the
Corporation shall be a President, a Vice President, a Treasurer and a Secretary,
and such other Officers as the Board of Directors shall deem advisable. The
Officers shall be elected by the Board of Directors at its annual meeting
following the annual meeting of the stockholders, to serve at the pleasure of
the Board or otherwise as shall be specified by the Board at the time of such
election and until their successors are elected and qualified.
(b) The Board of Directors may elect or appoint at any time,
and from time to time, additional Officers or agents with such duties as it may
deem necessary or desirable. Such additional Officers shall serve at the
pleasure of the Board or otherwise as shall be specified by the Board at the
time of such election or appointment. Two or more offices may be held by the
same person.
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(c) Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
(d) Any Officer may resign his office at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein or, if no time be specified, at the time of its receipt by the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
(e) The salaries of all Officers of the Corporation shall be
fixed by the Board of Directors.
4.2. Removal of Elected Officers: Any elected Officer may be removed at
any time, either with or without cause, by resolution adopted at any regular or
special meeting of the Board of Directors by a majority of the Directors then in
office.
4.3. Duties: (a) President: The President shall be the principal
executive Officer of the Corporation and, subject to the control of the Board of
Directors, shall supervise and control all the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the stockholders
and of the Board of Directors. He shall see that all orders and resolutions of
the Board of Directors are carried into effect (unless any such order or
resolution shall provide otherwise), and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the Board of Directors from time to time.
(b) Treasurer: The Treasurer shall: (1) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(2) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever; (3) deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other depositaries as shall be
selected by resolution of the Board of Directors; and (4) in general perform all
duties incident to the office of treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. He
shall, if required by the Board of Directors, give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
(c) Secretary: The Secretary shall: (1) keep the minutes of
the meetings of the stockholders, the Board of Directors, and all committees, if
any, of which a secretary shall not have been appointed, in one or more books
provided for that purpose; (2) see that all notices are duly given in accordance
with the provisions of these by-laws and as required by law; (3) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents, the execution of which on behalf
of the Corporation under its seal, is duly authorized; (4) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (5) have general charge of stock transfer books
of the Corporation; and (6) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.
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ARTICLE V
CAPITAL STOCK
5.1. Stock Certificates: (a) Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of, the
Corporation by the President or a Vice President and by the Treasurer or the
Secretary, certifying the number of shares owned by him.
(b) If such certificate is countersigned by a transfer agent
other than the Corporation or its employee, or by a registrar other than the
Corporation or its employee, the signatures of the Officers of the Corporation
may be facsimiles, and, if permitted by law, any other signature may be a
facsimile.
(c) if any Officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such Officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such Officer at the date of issue.
(d) Certificates of stock shall be issued in such form not
inconsistent with the Certificate of Incorporation as shall be approved by the
Board of Directors, and shall be numbered and registered in the order in which
they were issued.
(e) All certificates surrendered to the Corporation shall be
canceled with the date of cancellation, and shall be retained by the Secretary,
together with the powers of attorney to transfer and the assignments of the
shares represented by such certificates, for such period of time as shall be
prescribed from time to time by resolution of the Board of Directors.
5.2. Record Ownership: A record of the name and address of the holder
of such certificate, the number of shares represented thereby and the date of
issue thereof shall be made on the Corporation's books. The Corporation shall be
entitled to treat the holder of any share of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as required by law.
5.3. Transfer of Record Ownership: Transfers of stock shall be made on
the books of the Corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.
5.4. Lost, Stolen or Destroyed Certificates: Certificates representing
shares of the stock of the Corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board of Directors from time to time may
authorize.
5.5. Transfer Agent; Registrar; Rules Respecting Certificates: The
Corporation may maintain one or more transfer offices or agencies where stock of
the Corporation shall be transferable. The Corporation may also maintain one or
more registry offices where such stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.
5.6. Fixing Record Date for Determination of Stockholders of Record:
The Board of Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to vote at, any
meeting of the stockholders or any adjournment thereof, or the stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a determination of the
stockholders for the purpose of any other lawful action. Such record date in any
case shall be not more than sixty days nor less than ten days before the date of
a meeting of the stockholders, nor more than sixty days prior to any other
action requiring such determination of the stockholders. A determination of
stockholders of record entitled to notice 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.
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5.7. Dividends: Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the Board of Directors from time to time in
its discretion deems proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.
ARTICLE VI
SECURITIES HELD BY THE CORPORATION
6.1. Voting: Unless the Board of Directors shall otherwise order, the
President, the Secretary or the Treasurer shall have full power and authority,
on behalf of the Corporation, to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock, and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The Board of Directors from
time to time may confer like powers upon any other person or persons.
6.2. General Authorization to Transfer Securities Held by the
Corporation: (a) Any of the following Officers, to wit: the President and the
Treasurer shall be, and they hereby are, authorized and empowered to transfer,
convert, endorse, sell, assign, set over and deliver any and all shares of
stock, bonds, debentures, notes, subscription warrants, stock purchase warrants,
evidence of indebtedness, or other securities now or hereafter standing in the
name of or owned by the Corporation, and to make, execute and deliver, under the
seal of the Corporation, any and all written instruments of assignment and
transfer necessary or proper to effectuate the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of
assignment and transfer executed pursuant to and in accordance with the
foregoing paragraph (a), a certificate of the Secretary of the Corporation in
office at the date of such certificate setting forth the provisions of this
Section 6.2 and stating that they are in full force and effect and setting forth
the names of persons who are then Officers of the Corporation, then all persons
to whom such instrument and annexed certificate shall thereafter come, shall be
entitled, without further inquiry or investigation and regardless of the date of
such certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities the authority of
these provisions of the bylaws and of such Officers is still in full force and
effect.
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ARTICLE VII
MISCELLANEOUS
7.1. Signatories: All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.
7.2. Seal: The seal of the Corporation shall be in such form and shall
have such content as the Board of Directors shall from tine to time determine.
7.3. Notice and Waiver of Notice: Whenever any notice of the time,
place or purpose of any meeting of the stockholders, Directors or a committee is
required to be given under the law of the State of Delaware, the Certificate of
Incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, or a waiver by electronic
transmission by the person entitled to notice whether before or after the
holding thereof, or actual attendance at the meeting in person or, in the case
of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the
giving of such notice to such persons.
7.4. Indemnity: The Corporation shall indemnify its Directors, Officers
and employees to the fullest extent allowed by law, provided, however, that it
shall be within the discretion of the Board of Directors whether to advance any
funds in advance of disposition of any action, suit or proceeding, and provided
further that nothing in this section 7.4 shall be deemed to obviate the
necessity of the Board of Directors to make any determination that
indemnification of the Director, Officer or employee is proper under the
circumstances because he has met the applicable standard of conduct set forth IN
subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.
7.5. Fiscal Year: Except as from time to time otherwise determined by
the Board of Directors, the fiscal year of the Corporation shall end on
September 30 of each year.
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