EXHIBIT 3.2
BY-LAWS
OF
XTRASAFE, INC.
ARTICLE I - OFFICES
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The office of the Corporation shall be located in the City of New York, and the
State of New York. The Corporation may also maintain offices at such other
places within or without the United States as the Board of Directors ("Board")
may, from time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
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Section 1 - Annual Meetings:
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The annual meeting of the Shareholders of the Corporation shall be held each
year in the last month immediately preceding the end of the fiscal year of the
Corporation at the principal office of the Corporation or at such other places,
within or without the State of New York as the Board may authorize, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
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Special meetings of the Shareholders may be called at any time by the Board, the
President, or by the holders of fifty percent (50%) of the shares then
outstanding and entitled to vote there at, or such other persons or groups as
may be authorized in the Articles of Incorporation.
Section 3 - Place of Meetings:
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All meetings of Shareholders shall be held at the principal office of the
Corporation, or at such other places as the Board shall designate in the notice
of such meetings.
Section 4 - Notice of Meetings:
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(a) Except as otherwise provided by Statute, or the articles of
incorporation or amended articles of incorporation, written notice of each
meeting of Shareholders, whether annual or special, stating the time when and
place where it is to be held, shall be served either personally or by
first-class mail, not less than ten or more than sixty days before the meeting,
upon each Shareholder of record entitled to vote at such meeting, and to any
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other Shareholder to whom the giving of notice may be required by law. Notice of
a special meeting shall also state the purpose or purposes for which the meeting
is called, and shall indicate that it is being issued by, or at the direction
of, the person or persons calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle Shareholders to receive
payment for their shares pursuant to Statute, the notice of such meeting shall
include a statement of that purpose and to that effect. If mailed, such notice
shall be directed to each such Shareholder at his address, as it appears on the
stock transfer books of Corporation, unless he shall have previously filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, in which case, it shall be mailed to the
address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a Shareholder of record after the mailing of such notice and prior to the
meeting, or to any Shareholder who attends such meeting, in person or by proxy,
or to any Shareholder who, in person or by proxy or by telephonic or radio
connection, submits a signed waiver of notice either before or after such
meeting. Notice of any adjourned meeting of Shareholders need not be given,
unless otherwise required by Statute.
Section 5 - Quorum:
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(a) Except as otherwise provided herein, or by Statute, or in the
Articles of Incorporation (such Articles and any amendments thereof being
hereinafter collectively referred to as the "Articles of Incorporation"), at all
meetings of Shareholders of the Corporation, the presence at the commencement of
such meetings in person or by proxy or by telephonic or radio connection whereby
the distant Shareholder and those Shareholders present all hear and may speak,
holding a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
Shareholder 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) Despite the absence of a quorum at any annual or special meeting of
Shareholders, the Shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.
Section 6 - Voting:
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(a) Except as otherwise provided by Statute or by the Articles of
Incorporation, any corporate action, other than the election of Directors, to be
taken by vote of the Shareholders, shall be authorized by a majority of votes
cast at a meeting of Shareholders by the holders of shares entitled to vote
thereon.
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(b) Except as otherwise provided by Statute or by the Articles of
Incorporation, at each meeting of Shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the stock transfer books of the
Corporation.
(c) Each Shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
Shareholder himself, or by his attorney-in-fact thereunder duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the person executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
(d) Any resolution in writing, signed by all of the Shareholders
entitled to vote thereon, shall be and constitute action by such Shareholders to
the effect therein expressed, with the same force and effect as if the same had
been duly passed by a majority vote at a duly called meeting of Shareholders and
such resolution so signed shall be inserted in the Minute Book of the
Corporation under its proper date.
ARTICLE III - BOARD OF DIRECTORS
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Section 1 - Number, Election and Term of Office:
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(a) The number of the Directors of the Corporation shall be one (1) ,
unless and until otherwise determined by vote of a majority of the entire Board.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board, who need not be Shareholders, shall be
elected by a majority of the votes cast at a meeting of Shareholders, by the
holders of shares, present in person or by proxy, entitled to vote in the
election.
(c) Each Director shall hold office until the annual meeting of the
Shareholders next succeeding his election, or until his successor is elected and
qualified, or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
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The Board shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except as are in the Articles of Incorporation or by Statute
expressly conferred upon or reserved to the Shareholders.
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Section 3 - Annual and Regular Meetings; Notice:
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(a) A regular annual meeting of the Board shall be held immediately
following the annual meeting of the Shareholders, at the place of such annual
meeting of Shareholders.
(b) The Board from time to time, may provide by resolution for the
holding of other regular meetings of the Board, and may fix the time and place
thereof.
(c) Notice of any regular meeting of the Board shall not be required to
be given, and if given, need not specify the purpose of the meeting; provided,
however, that in case the Board shall fix or change the time or place of any
regular meeting, notice of such action shall be given to each Director who shall
not have been present at the meeting at which such action was taken within the
time limits, and in the manner set forth in paragraph (b) Section 4 of this
Article III, with respect to special meetings; unless such notice shall be
waived in the manner set forth in paragraph (c) of such Section 4.
Section 4 - Special Meetings; Notice:
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(a) Special meetings of the Board shall be held whenever called by the
President or by one of the Directors, at such time and place as may be specified
in the respective notice or waivers of notice thereof.
(b) Except as otherwise required by Statute, or articles of
incorporation, notice of special meetings shall be mailed directly to each
Director, addressed to him at his residence or usual place of business, at least
two (2) days before the day on which the meeting is to be held, or shall be sent
to him at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than two (2) days before the day on
which the meeting is to be held. A notice, or waiver of notice, except as
required by Section 8 of this Article III, need not specify the purpose of the
meeting.
(c) Notice of any special meeting shall not be required to be given to
any Director who shall attend such meeting without protesting prior thereto or
at its commencement, the lack of notice to him, or who submits a signed waiver
of notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairman:
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At all meetings of the Board, the Chairman of the Board, if any and if present,
shall preside. If there shall be no Chairman, or he shall be absent, then the
President shall preside, and in his absence, a Chairman chosen by the Directors
shall preside.
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Section 6 - Quorum and Adjournments:
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(a) At all meetings of the Board, the presence of a majority of the
entire Board, either in person or by telephonic or radio connection whereby the
distant Director and those Directors present in person all hear and speak, shall
be necessary and sufficient to constitute a quorum for the transaction of
business, except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws.
(b) A majority of the Directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice, until a quorum shall be present.
Section 7 - Manner of Acting:
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(a) At all meetings of the Board, each Director present shall have one
vote, irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by Statute, by the Articles of
Incorporation, or by these By-Laws, the action of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board. Any action authorized, in writing, by all of the Directors entitled to
vote thereon and filed with the Minutes of the Corporation shall be the act of
the Board with the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
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Any vacancy in the Board occurring by reason of an increase in the number of
Directors, or by reason of the death, resignation, disqualification, removal
(unless a vacancy created by the removal of a Director by the Shareholders shall
be filled by the Shareholders at the meeting at which the removal was effected)
or inability to act of any Director, or otherwise, shall be filled for the
unexpired portion of the term by a majority vote of the remaining Directors,
though less than a quorum, at any regular meeting or special meeting of the
Board called for that purpose.
Section 9 - Resignation:
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Any Director may resign at any time by giving written notice to the Board, the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board or such officer, and the acceptance of such resignation shall not be
necessary to make it effective.
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Section 10 - Removal:
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Any Director may be removed with or without cause at any time by the affirmative
vote of Shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
Shareholders called for that purpose, and may be removed for cause by action of
the Board.
Section 11 - Salary:
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No stated salary shall be paid to Directors, as such for their services, but by
resolution of the Board a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board;
provided, however, that nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefore.
Section 12 - Contracts:
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(a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
Director be liable in any way by reason of the fact that any one or more of the
Directors of this Corporation is or are interested in, or is a Director or
officer, or are Directors or officers of such other Corporation, provided that
such facts are disclosed or made known to the Board.
(b) Any Director, personally and individually, may be a party to or may
be interested in any contract or transaction of this Corporation, and no
Director shall be liable in any way by reason of such interest, provided that
the fact of such interest be disclosed or made known to the Board, and provided
that the Board shall authorize, approve or ratify such contract or transaction
by the vote (not counting the vote of any such Director) of a majority of a
quorum, notwithstanding the presence of any such Director at the meeting at
which such action is taken. Such Director or Directors may be counted in
determining the presence of a quorum at such meeting. This section shall not be
construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
Section 13 - Committees:
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The Board, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they may deem desirable,
each consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
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ARTICLE IV - OFFICERS
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Section 1 - Number, Qualifications, Election and Term of Office:
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(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers as the Board may from time to
time deem advisable. Any officer may be, but is not required to be, a Director
of the Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board at
the regular annual meeting of the Board following the annual meeting of
Shareholders.
Each officer shall hold office until the annual meeting of the Board next
succeeding his election, or until his successor shall have been elected and
qualified, or until his death, resignation or removal.
Section 2 - Resignation:
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Any officer may resign at any time by giving written notice of such resignation
to the Board, or to the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
Section 3 - Removal:
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Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board at any time.
Section 4 - Vacancies:
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A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board.
Section 5 - Duties of Officers:
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Officers of the Corporation shall, unless otherwise provided by the Board, each
have such powers and duties as generally pertain to their respective offices as
well as such powers and duties as may be set forth in these By-Laws, or may from
time to time be specifically conferred or imposed by the Board. The President
shall be the chief executive officer of the Corporation.
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Section 6 - Sureties and Bonds:
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In case the Board shall so require, any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum, and with such
surety or sureties as the Board may direct, conditioned upon the faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, funds or securities of the
Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
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Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such Shareholder (including the attendance,
acting and voting at Shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President, or such other person as the Board may
authorize.
ARTICLE V - SHARES OF STOCK
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Section 1 - Certificate of Stock:
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(a) The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board, and shall be numbered and registered
in the order issued. They shall bear the holder's name and the number of shares,
and shall be signed by (i) the Chairman of the Board or the President or a Vice
President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or
Assistant Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.
(c) To the extent permitted by law, the Board may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a Shareholder, except as therein
provided.
Section 2 - Lost or Destroyed Certificates:
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The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
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representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board in
its discretion may require, the Board may, in its discretion, require the owner
of the lost or destroyed certificate, or his legal representatives, to give the
Corporation a bond in such sum as the Board may direct, and with such surety or
sureties as may be satisfactory to the Board, to indemnify the Corporation
against any claims, loss, liability or damage it may suffer on account of the
issuance of the new certificate. A new certificate may be issued without
requiring any such evidence or bond when, in the judgment of the Board, it is
proper to do so.
Section 3 - Transfers of Shares:
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(a) Transfers of shares of the Corporation shall be made on the share
records of the Corporation only at the direction of the holder of record
thereof, in person or by his duly authorized attorney, upon surrender for
cancellation of the certificate or certificates representing such shares, with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of authority
to transfer and of payment of transfer taxes as the Corporation or its agents
may require.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, 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 expressly provided by law.
Section 4 - Record Date:
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In lieu of closing the share records of the Corporation, the Board may fix, in
advance, a date not exceeding sixty days, nor less than ten days, as the record
date for the determination of Shareholders entitled to receive notice of, or to
vote at, any meeting of Shareholders, or to consent to any proposal without a
meeting, or for the purpose of determining Shareholders entitled to receive
payment of any dividends, or allotment of any rights, or for the purpose of any
other action. If no record date is fixed, the record date for the determination
of Shareholders entitled to notice of or to vote at a meeting of Shareholders
shall be at the close of business the day on which notice is given, or, if no
notice is given, the day on which the meeting is held; the record date for
determining Shareholders for any other purpose shall be at the close of business
on the day on which the resolution of the Directors relating thereto is adopted.
When a determination of Shareholders of record entitled to notice of or to vote
at any meeting of Shareholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.
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ARTICLE VI - DIVIDENDS
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Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board may determine.
ARTICLE VII - FISCAL YEAR
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The fiscal year of the Corporation shall be fixed by the Board from time to
time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
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The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board.
ARTICLE IX - AMENDMENTS
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Section 1 - By Shareholders:
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If not reserved to the Shareholders by the Articles of Incorporation, all
By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws may be made, by the affirmative vote of Shareholders holding of record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of Directors at any annual or special meeting of Shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.
Section 2 - By Directors:
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If not reserved to the Shareholders by the Articles of Incorporation, the Board
shall have the power to make, adopt, alter, amend and repeal, from time to time,
By-Laws of the Corporation; provided, however, that the Shareholders entitled to
vote with respect thereto as in this Article IX above-provided may alter, amend
or repeal By-Laws made by the Board, except that the Board shall have no power
to change the quorum for meetings of Shareholders or of the Board, or to change
any provisions of the By-Laws with respect to the removal of Directors or the
filling of vacancies in the Board resulting from the removal by the
Shareholders. If any By-Law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of Shareholders for the election of Directors, the
By-Law so adopted, amended or repealed, together with a concise statement of the
changes made.
ARTICLE X - INDEMNITY
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(a) Any person made a party to any action, suit or proceeding, by
reason of the fact that he, his testator or intestate representative is or was a
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Director, officer or employee of the Corporation, or of any Corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer, Director
or employee is liable for negligence or misconduct in the performance of his
duties.
(b) The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer or Director or employee may
be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any Director may be
entitled shall be fixed by the Board, except that in any case where there is no
disinterested majority of the Board available, the amount shall be fixed by
arbitration pursuant to the then existing rules of the American Arbitration
Association.
The undersigned certifies that the foregoing By-Laws are the first
By-Laws of the Corporation.
Dated: June 6th, 2008
/s/ Sidney Zion
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Secretary
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