Exhibit 3.13
AMENDED AND RESTATED BY - LAWS
OF
EVERGREEN AVIATION GROUND LOGISTICS ENTERPRISE, INC.
(A Delaware Corporation)
ARTICLE I
OFFICES
1.1 Registered Office. The registered office of the Corporation in the
State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of
New Castle, and the name of the registered agent at that address shall be The
Corporation Trust Company.
1.2 Other Offices. The Corporation may also have offices at such other
places within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDER MEETINGS
2.1 Annual Meeting. The annual meeting of stockholders of the
Corporation shall be held for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the meeting
at such hour as may be designated in the notice of meeting on the first Tuesday
in April each year, or if such date falls on a day during which the banks are
closed, on the first business day thereafter during which the banks are open.
If the election of directors shall not be held on the day designated
for the annual meeting or at any adjournment thereof, the Board of Directors
shall cause such election to be held at a special meeting of stockholders as
soon thereafter as convenient. At such meeting the stockholders may elect
directors and transact other business with the same force and effect as at an
annual meeting duly called and held.
2.2 Special Meeting. Special meetings of the stockholders of the
Corporation, for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the Chairman of the
Board, if any, the President or any officer of the Corporation instructed by the
Board of Directors to call such a meeting, and shall be called by the Chairman
of the Board, if any, the President or the Secretary at the request in writing
of a majority of the directors or of the holders of record of at least one-third
of the issued and outstanding capital stock of the Corporation then entitled to
vote thereat. Such request shall state the purpose or purposes of the proposed
meeting.
2.3 Place and Time. Annual meetings and special meetings shall be held
at such place, within or without the State of Delaware, and such time as the
Board of Directors may, from time to time, fix.
2.4 Notice. Notice of all meetings shall be in writing and shall state
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called and to which its
business will be limited. The notice for a special meeting shall also indicate
that it is being issued by or at the direction of the person or persons calling
the meeting. A copy of the notice of any meeting shall be given, personally or
by mail, not less than 10 days nor more than 60 days before the date of the
meeting, to each stockholder entitled thereto. If mailed, such notice shall be
deemed given when deposited in a United States post office or letter box with
first-class postage thereon prepaid, directed to the stockholder at his record
address or at such other address for the mailing of notices as he may have
furnished in writing to the secretary of the Corporation. Notice of a meeting
need not be given to any stockholder who attends such meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, or who submits a signed waiver of notice in person or by
proxy, before or after the meeting.
2.5 Adjourned Meeting. No notice need be given of any adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, except that if the adjournment is for more than 30 days,
or if a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record on the new record
date entitled thereto. At any adjourned meeting the Corporation may transact any
business which might have been transacted on the original date of the meeting.
2.6 Conduct of Meetings. Meetings of the stockholders shall be
presided over by the Chairman of the Board, if any, or, in his absence, by the
President, if present, or, in the absence of both, by a Vice President or, if
none of the foregoing is in office and present and acting, by a chairman to be
chosen by the stockholders. The Secretary of the Corporation, or in his absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting. The order of business at all meetings
of the stockholders shall be determined by the chairman of the meeting.
2.7 List of Stockholders. The Secretary or such other officer of the
Corporation having charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least ten days prior to the meeting, either at a place within the
city or other municipality or community where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held. The list shall also be produced
and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present.
2.8 Quorum. Except as otherwise provided by statute or by the
Certificate of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of stock of the
Corporation entitled to vote thereat shall constitute a quorum at a meeting of
stockholders for the transaction of any business. When a quorum is once present
to organize a meeting, it is not broken by the subsequent withdrawal of any
stockholders. The stockholders present may adjourn a meeting despite the absence
of a quorum.
2.9 Proxy Representation. Any stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting
or-participating at a meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.
2.10 Voting. Except as otherwise provided by statute or by the
Certificate of Incorporation, each holder of record of shares of stock of the
Corporation having voting rights shall be entitled at each meeting of
stockholders to one vote for each share of stock of the Corporation standing in
his name on the records of the Corporation on the date fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting. Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action other than the election of directors to be
taken by vote of the stockholders shall be authorized by a majority of the votes
cast at a meeting of stockholders by the holders of shares of stock present, in
person or by proxy, and entitled to vote on such action. Directors shall be
elected as provided in 3.2 of Article III. No vote need be by ballot, but in
case of a vote by ballot, each ballot shall be signed by the voting stockholder
or his proxy and shall state the number of shares of stock voted.
ARTICLE III
DIRECTORS
3.1 Powers, Qualifications and Number. The property, business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors of the Corporation, except as may be otherwise provided by
statute or the Certificate of Incorporation. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the Board of Directors shall be
no more than seven, unless changed as provided below, and in any event shall be
at least three, except that, where all the shares are owned
beneficially and of record by fewer than three shareholders the number of
directors may be less than three but not less than the number of such
shareholders. Subject to the foregoing limitation, such number may be increased
or decreased at any time and from time to time by a resolution of the Board of
Directors adopted by a majority of the directors which the Corporation would
have if there were no vacancies or, if the number is not fixed, the number shall
be one where there continues to be only one person who or which owns all of the
shares of the Corporation beneficially and of record. No decrease in the number
of directors shall become effective until the next annual meeting of
stockholders if its effectiveness would shorten the term of any incumbent
director.
3.2 Election, Term and Vacancies. Except as otherwise provided by
statute or by the Certificate of Incorporation, directors shall be elected at
each annual meeting of stockholders by a plurality of the votes cast thereat by
the holders of shares of stock present, in person or by proxy, and entitled to
vote in the election; such directors and directors who are elected in the
interim prior to such a meeting to fill newly created directorships shall hold
office until the next annual meeting of stockholders and until their respective
successors have been elected and qualified or until their earlier resignation or
removal. In the interim prior to a meeting of stockholders for the election of
directors, newly created directorships and any vacancies in the Board of
Directors, including vacancies resulting from the removal of directors, may be
filled by the vote of a majority of the directors then in office, although less
than a quorum exists. A director elected to fill a vacancy shall hold office for
the unexpired term of his predecessor.
3.3 Resignation and Removal. Any director may resign at any time by
giving written notice of his resignation to the Board of Directors, the Chairman
of the Board, if any, the President or the Secretary. Any such resignation shall
take effect at the time specified therein or, if no time is specified,
immediately upon receipt; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any or all of the
directors may be removed for cause or without cause by the stockholders at a
special meeting therefor and, except as otherwise provided by statute or by the
Certificate of Incorporation, may be removed for cause by the Board of
Directors.
3.4 Executive Committee. Whenever there shall be more than three
directors, the Board of Directors may, by resolution adopted by a majority of
the directors which the Corporation would have if there were no vacancies,
designate from among its members three or more directors to constitute an
Executive Committee which, to the extent conferred by the resolution designating
it and except as otherwise provided by statute, shall have and may exercise all
the authority of the Board of Directors. Whenever the Board of Directors is not
in session or whenever a quorum fails to attend any regular, stated or special
meeting of the Board of Directors, such committee shall advise and aid the
officers of the Corporation in all matters concerning the management of its
business and affairs and generally, except as limited above, perform such duties
and exercise such powers as may be performed and exercised by the Board of
Directors from time to time, including the power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Unless the Board
of Directors shall provide otherwise, a majority of the members of the Executive
Committee may fix the time and place of and
shall constitute a quorum for the transaction of business at any meeting of such
committee, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee. The Executive
Committee shall keep written minutes of its proceedings, reporting such minutes
to the Board of Directors, and may make rules for the conduct of its business
and appoint any subcommittees and assistants it considers necessary. The Board
of Directors shall have the power at any time to fill vacancies in, change the
membership of or dissolve such committees.
3.5 Other Committees. The Board of Directors may, by resolution
adopted by a majority of the directors which the Corporation would have if there
were no vacancies, designate from among its members two or more directors to
constitute committees, other than the Executive Committee, which committees, to
the extent conferred by the resolutions designating such committees and except
as otherwise provided by statute, shall have and may exercise the authority of
the Board of Directors. Unless the Board of Directors shall provide otherwise, a
majority of the members of any such committee may fix the time and place of its
meetings and determine its action. The Board of Directors shall have the power
at any time to fill vacancies in, change the membership of, or dissolve any such
committee. Nothing herein shall be deemed to prevent the Board of Directors from
appointing committees consisting in whole or in part of persons who are not
directors of the Corporation, provided, however, that no such committee shall
have or may exercise any authority of the Board of Directors.
3.6 Compensation of Directors. The Board of Directors shall have
authority to fix the compensation of directors for services to the corporation
in any capacity, including a fixed sum and reimbursement of expenses for
attendance at meetings of the Board of Directors and committees thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation, its subsidiaries or affiliates in any capacity and receiving
compensation therefor.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place, Time, Call and Notice. Meetings of the Board of Directors
shall be held at such time and at such place, within or without the State of
Delaware, as the Board of Directors may from time to time fix or as shall be
specified in the notice of any such meeting, except that the first meeting of a
newly elected Board of Directors for the election or appointment of officers and
the transaction of other business shall be held as soon after its election as
the directors may conveniently assemble and, if possible, at the place at which
the annual meeting of stockholders which elected them was held. No call or
notice shall be required for regular or state meetings for which the time and
place have been fixed, and no notice shall be required for any first meeting of
a newly elected Board of Directors which is held immediately following an annual
meeting of stockholders at the same place as such meeting. If any day fixed for
a regular or stated meeting shall be a legal holiday at the place where the
meeting is to be held, such meeting shall be held at the scheduled hour on the
next business day not a legal holiday. Special meetings may be called by or at
the direction of the Chairman of the Board, if
any, the President or a majority of the directors of the Corporation, and notice
of the time and place thereof and of any first meeting of a newly elected Board
of Directors which is not held immediately following an annual meeting of
stockholders at the same place as such meeting shall be given by the Secretary
of the Corporation to each director by mail, depositing such notice in a sealed
wrapper addressed to such director in a United States post office or letter box,
with first-class postage thereon prepaid, at least two days before the day on
which such meeting is to be held, or by telegraph, cable or wireless addressed
to such director or delivery to him personally or by telephone at least 24 hours
before the time at which such meeting is to be held. The notice of any meeting
need not specify the purpose thereof. Any requirement of furnishing a notice
shall be waived by any director who submits a signed waiver of notice before or
after the meeting or who attends the meeting without protesting, prior thereto
or at its commencement, that such meeting is not lawfully called or convened.
4.2 Quorum and Action. A majority of the directors which the
Corporation would have if there were no vacancies shall constitute a quorum,
except that when a vacancy or vacancies prevent such a majority, a majority of
the directors then in office shall constitute a quorum, provided such majority
shall constitute at least one-third of the directors which the Corporation would
have if there were no vacancies. A majority of the directors present, whether or
not a quorum, may adjourn a meeting to another time and place. Notice of any
such adjournment shall be given to any directors who were not present and,
unless announced at the meeting, to the other directors. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting originally scheduled. Except as otherwise
provided herein or by statute, the vote of a majority of the directors present
at the time of the vote, a quorum being present at such time, shall be the act
of the Board of Directors.
4.3 Conduct of Meetings. The Chairman of the Board, if any and if
present, shall preside at all meetings. Otherwise, the President or any other
director chosen by the Board of Directors shall preside. The Secretary of the
Corporation, if a director and present, shall act as secretary of the meeting
and keep the minutes thereof. Otherwise, a director appointed by the chairman of
the meeting shall act as secretary and keep the minutes thereof.
4.4 Informal Action. Any member or members of the Board of Directors
or of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or any such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all members of the Board
of Directors or such committee, as the case may be, consent thereto in writing
and the writing or writings are filed with the minutes of the proceedings of the
Board of Directors or such committee.
ARTICLE V
OFFICERS
5.1 Number, Election and Vacancies. The Board of Directors at its
first meeting after the election of directors in each year shall elect or
appoint a President, a Secretary and a Treasurer and may elect or appoint a
Chairman of the Board, a Chairman of the Executive Committee and one or more
Vice Presidents (one or more of which may be designated by the Board of
Directors as Executive or Senior Vice Presidents). The Chairman of the Board and
the Chairman of the Executive Committee, if any, must be directors of the
Corporation. The Board of Directors may at any time and from time to time elect
or appoint a Controller and such Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, Assistant Controllers and other officers,
agents and employees as it may deem desirable. Any number of offices may be held
by the same person. The election or appointment of an officer shall not of
itself create any contract rights. A vacancy in any office may be filled for the
unexpired term by the Board of Directors at any meeting.
5.2 Term of Office, Resignation and Removal. Unless otherwise
prescribed by the Board of Directors, each officer of the Corporation shall hold
office until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor has been elected and qualified
or until his earlier resignation or removal. Any officer may resign at any time
by giving written notice of his resignation to the Board of Directors, the
Chairman of the Board, if any, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon receipt; unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
officer may be removed by the Board of Directors with cause or without cause.
5.3 Security. The Board of Directors may require any officer, agent or
employee of the Corporation to post a bond or give other security for the
faithful performance of his duties.
5.4 Chairman of the Board. The Chairman of the Board of Directors, if
any, shall preside at all meetings of the Board of Directors and the
stockholders. He shall do and perform such other duties as from time to time may
be assigned to him by the Board of Directors.
5.5 President. In the absence of the Chairman of the Board, or if
there is no Chairman, he shall preside at all meetings of stockholders and
directors. He shall do and perform such other duties as may from time to time be
assigned to him by the Board of Directors.
5.6 Vice Presidents. Each Vice President shall have such designation
as the Board of Directors may determine and such powers and duties as the Board
of Directors or, subject to the control of the Board of Directors, as the
Chairman of the Board, if any, or the President may from time to time assign to
him.
5.7 Secretary. The Secretary shall, if present, act as the secretary
of and keep the minutes of all meetings of the shareholders and, if a director,
of the Board of Directors, and shall be responsible for the giving of notice of
all meetings of the
shareholders and of the Board of Directors. He shall be custodian of the seal of
the Corporation, which he shall affix to any instrument requiring it whose
execution has been authorized, and of the corporate records (except accounting
records), and shall have such other powers and duties as generally pertain to
his office and as the Board of Directors or, subject to the control of the Board
of Directors, as the Chairman of the Board, if any, or the President may from
time to time assign to him.
5.8 Treasurer. The Treasurer, subject to the direction of the Board of
Directors, shall have charge of the funds, securities, receipts and
disbursements of the Corporation. He shall keep full and accurate accounts of
such receipts and disbursements, shall be responsible for deposits in and
withdrawals from the depositories of the Corporation, shall disburse the funds
of the Corporation as directed by the Board of Directors or, subject to the
control of the Board of Directors, the Chairman of the Board, if any, or the
President, shall render an account of the financial condition of the Corporation
and of his transactions as Treasurer whenever requested by the Board of
Directors, the Chairman of the Board, if any, or the President and shall have
such other powers and duties as generally pertain to the control of the Board of
Directors, the Chairman of the Board, if any, or the President may from time to
time assign to him.
5.9 Other Officers; Absence and Disability. The other officers of the
Corporation shall have such powers and duties as generally pertain to their
respective offices and as the Board of Directors or, subject to the control of
the Board of Directors, the Chairman of the Board, if any, or the President may
from time to time assign to them. The Assistant Vice Presidents, the Assistant
Secretaries, the Assistant Treasurers and the Assistant Controllers, if any,
shall, in the order of their respective seniorities, in case of the absence or
disability of a Vice President, the Secretary, the Treasurer or the Controller,
respectively, perform the duties of such officer and have such powers and other
duties as the Board of Directors or the Chairman of the Board, if any, or
President may from time to time prescribe. In case of the absence or disability
of any officer of the Corporation and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any other officer or any person whom it may select.
5.10 Compensation of Officers. The Board of Directors shall have
authority to fix the salary and other compensation, if any, of any officer of
the Corporation or to appoint a committee for such purpose. Nothing herein
contained shall be construed to preclude any officer from receiving a salary or
other compensation by reason of the fact that he is also a director of the
Corporation, but any such officer who is also a director shall not have any vote
in the determination of the salary or other compensation to be paid to him.
ARTICLE VI
CORPORATE RECORDS; BANK ACCOUNTS
6.1 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute
books, may be kept on or be in the form of punch cards, magnetic tape,
photographs, microphotographs or any other information storage device, provided
that the records so kept can be converted into clearly legible written form
within a reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled by statute to inspect the same.
6.2 Examination of Books by Stockholders. The books, accounts and
records of the Corporation may be kept at such place or places as the Board of
Directors may from time to time determine. The Board of Directors shall
determine whether and to what extent the books, accounts and records of the
Corporation, or any of them, shall be open to the inspection of stockholders,
and no stockholder shall have any right to inspect any book, account or record
of the Corporation except as provided by statute or by resolution of the Board
of Directors.
6.3 Bank Accounts. The Board of Directors may from time to time
authorize the opening and maintenance of general and special bank accounts with
such banks, trust companies or other depositories as the Board of Directors may
designate or as may be designated by any officers of the Corporation to whom
such power of designation may from time to time be delegated by the Board of
Directors. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-laws, as it may deem expedient.
ARTICLE VII
SHARES OF STOCK
7.1 Certificates Representing Stock. 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 Chairman or Vice Chairman of the Board of Directors,
if any, or by the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation certifying the number of shares owned by him in the Corporation. Any
and all signatures on any such certificate may be facsimiles. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
Whenever the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
7.2 Stock Transfers. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.
7.3 Record Date For Stockholders. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any 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.
7.4 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars, whose respective duties
shall be defined by the Board of Directors. The duties of transfer agent and
registrar may be combined. No certificate for shares of stock shall be valid
unless countersigned by a transfer agent, if the Corporation has a transfer
agent, or by a registrar, if the Corporation has a registrar. The signature of a
transfer agent or a registrar may be a facsimile.
ARTICLE VIII
CORPORATE SEAL
The corporate seal, if any, shall be in such form as the Board of
Directors shall prescribe. The Corporate seal on any corporate bond or other
obligation for the payment of money may be a facsimile, engraved or printed.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of
February of each year, unless otherwise determined by the Board of Directors.
ARTICLE X
VOTING OF SHARES OF STOCK IN OTHER CORPORATIONS
Shares of stock in other corporations which are held by the
Corporation may be voted by the President, Secretary, Treasurer or a Vice
President of the Corporation, or by a proxy or proxies appointed by one of them,
provided, however, that the Board of Directors may in its discretion appoint
some other person to vote such shares of stock.
ARTICLE XI
AMENDMENT OF BY-LAWS
These by-laws may be amended or repealed or new by-laws adopted (a) by
action of the stockholders entitled to vote thereon at any annual or special
meeting of stockholders, or (b) if the Certificate of Incorporation so provides,
by action of the Board of Directors at a regular or special meeting thereof,
provided that any by-law which provides for the election of directors by classes
for staggered terms shall be adopted by the stockholders. Any by-law made by the
Board of Directors may be amended or repealed by action of the stockholders at
any annual or special meeting of stockholders.