EXHIBIT 3.3
YELLOW ROADWAY CORPORATION
BYLAWS
(As Amended through December 18, 2003)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held on such date in April and
at such location and time of day as the Board of Directors shall each year fix.
Section 2. Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman of the
Board, Chief Executive Officer or a majority of the Board of Directors and shall
be held at the principal office of the company in Overland Park, Kansas on such
date, and at such time as they shall fix.
Section 3. Notice of Meeting
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the General
Corporation Law of the State of Delaware or the Certificate of Incorporation).
When a meeting is adjourned to another date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more
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than fourteen days after the date for which the meeting was originally notice,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting any business may be transacted which might
have been transacted at the original meeting.
Section 4. Quorum
At any meeting of the stockholders, the holders of a majority of the
outstanding shares (exclusive of treasury stock) of each class of stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a quorum
for the transaction of any business, unless or except to the extent that the
presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another date or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization
The Chairman of the Board or, in his absence, the Chief Executive Officer,
shall call to order any meeting of the stockholder and act as chairman of the
meeting and the Secretary or Assistant Secretary shall act as secretary of the
meeting. In the absence of the Secretary or Assistant Secretary of the
Corporation, the secretary of the meeting shall be such person as the chairman
appoints.
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Section 6. Conduct of Business
At an annual meeting of the stockholders, only such business may be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.
For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice must be received at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, than in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made.
To be in proper written form, a stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business at the annual meeting, (b) the
name and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business.
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Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at any annual meeting unless it has been properly brought before
the meeting. The Chairman of the annual meeting shall determine whether business
has been properly brought before the meeting in accordance with the provisions
of this Section 6. If he should determine that it has not, he shall so declare
to the meeting. Any business not properly brought before the meeting shall not
be transacted.
Section 7. Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise required by law or provided in the Certificate of Incorporation or
these Bylaws.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballot, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballot shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws, all other matters shall be determined by a
majority of the votes cast.
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Section 8. Notice of Nomination
Nominations for the election of directors may be made by the Board of
Directors or by any stockholder entitled to vote for the election of directors.
Such nominations shall be made by notice in writing, delivered or mailed by
first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than 14 days nor more than 50 days prior to any meeting of
the stockholders called for the election of directors; provided, however, that
if less than 21 days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, to the Secretary of
the Corporation not later than the close of the seventh day following the day on
which notice of the meeting was mailed to stockholders. Notice of nominations
which are proposed by the Board of Directors shall be given by the Chairman on
behalf of the Board.
Each notice under the above paragraph shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of each such nominee
and (iii) the number of shares of stock of the Corporation which are
beneficially owned by each such nominee.
The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 9. Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder
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and the number of shares registered in his name 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 (10) days prior to the meeting,
either at a place within the metropolitan area 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identify of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Directors
a. Number and Term of Office
The number of directors who shall constitute the whole board shall be ten.
Each director shall hold office until his successor is elected and qualified or
until his earlier resignation, removal from office or death except as otherwise
provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
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b. Chairman of the Board
The Board of Directors shall elect a member of the Board of Directors as
Chairman of the Board of Directors (the "Chairman of the Board" or "Chairman")
at its first meeting after every annual meeting of stockholders. The Chairman of
the Board shall hold office until his successor is elected and qualified or
until his earlier resignation, removal from office (as Chairman or director) or
death except as other required by law.
The Chairman of the Board shall preside over all meetings of the Board
of Directors and meetings of the shareholders and shall undertake such other
tasks as he and the Board of Directors shall agree. The Chairman may also serve
as an officer with respect to any of the offices described in Article IV hereof,
however, the Chairman, solely in his capacity as Chairman of the Board, shall
not be deemed an officer of the Corporation.
Section 2. Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3. Resignation and Removals
No person who is concurrently a director and an employee of the Corporation
shall be qualified to serve as a director of the Corporation from and after the
time of any diminution in such person's duties or responsibilities as an
officer, the time they leave the employ of the Corporation for any reason or
their 75th birthday; provided, that if any such person resigns from the Board of
Directors upon such event, such person shall thereafter be deemed qualified to
serve
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as a director of the Corporation for so long as such person is otherwise
qualified to so serve pursuant to the following sentence. No person shall be
qualified to serve as a director of the Corporation on or after the date of the
annual meeting of stockholders following:
(a) the director's 75th birthday;
(b) any fiscal year in which he has failed to attend at least 66% of the
meetings of the Board of Directors and any committees of the Board of Directors
on which such director serves, when such Board and committee meetings are taken
on a collective basis; or
(c) the three month anniversary of any change in his employment (other than
a promotion or lateral movement within the same organization); provided that
such a person shall be deemed to be qualified to serve as a director if so
determined by a majority of the members of the whole Board (excluding the
director whose resignation would otherwise be required) if the Board in its
judgment determines that such waiver would be in the best interest of the
Corporation. A director shall offer the director's retirement or resignation
effective as of the annual meeting of stockholders following any of those
events.
A director may be removed only for cause by a majority vote of the
stockholders entitled to vote for the election of directors. If the Chairman,
pursuant to the preceding sentence, is removed from his office as director, such
removal shall also constitute his removal as Chairman of the Board. The Chairman
of the Board may be removed as Chairman (but not as director) at any time, with
or without cause, by a majority vote of the Board of Directors. "For cause"
shall mean only such circumstances as described in the last paragraph of Article
FIFTH of the Corporation's Certificate of Incorporation.
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Section 4. Regular Meetings
Regular meetings of the Board of Directors shall be held at such places or
places, on such date or date, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 5. Special Meetings
Special meetings of the Board of Directors shall be called upon written
request of two directors then in office or by the Chairman of the Board and
shall be held at such place, on such date, and at such time as they or he shall
fix. Notice of the place, date and time of each such special meeting shall be
given each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 6. Quorum
At any meeting of the Board of Directors, one-third of the total number of
the whole board, but not less than two, shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 7. Participation in Meetings by Conference Telephone
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting and any action duly
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taken by Directors at such a meeting shall have the same force and effect as if
taken at a meeting duly called and attended in person by the Directors.
Section 8. Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise required by law or provided in the Certificate of
Incorporation or these Bylaws. Action may be taken by the Board of Directors
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.
Section 9. Powers
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
1. To declare dividends from time to time in accordance with law;
privileges on such terms as it shall determine;
3. To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
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4. To remove any officer of the Corporation with or without
cause, and from time to time transfer the powers and duties of any officer to
any other person for the time being;
5. To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers and agents;
6. To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for officers and agents of the Corporation and
its subsidiaries as it may determine;
7. To adopt from time to time such insurance, retirement, and
other benefit plans for officers and agents of the Corporation and its
subsidiaries as it may determine;
8. To adopt from time to time regulations, not inconsistent with
these bylaws, for the management of the Corporation's business and affairs; and
9. To adopt from time to time an order of succession designating
the officers to perform the duties and exercise the powers of the president in
the event of the President's absence, death, inability or refusal to act.
Section 10. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
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ARTICLE III
COMMITTEES
Section 1. Committee of the Board of Directors
The Board of Directors, by resolution, may from time to time designate
committees of the Board, each of which shall have the respective powers and
duties necessary or proper to carry out the purposes for which appointed, to
serve at the pleasure of the board and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as alternative members
who may replace any absent or disqualified member at any meeting of the
committee. Any committee so designated may exercise the power and authority of
the Board of Directors to declare a dividend or to authorize the issuance of
stock if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or
disqualification of any members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.
Section 2. Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members, which may be by telephone or telegraph, of all meeting;
one-third of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matter shall be determined by a majority vote of the members
present. Action
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may be taken by any committee without a meeting if all members thereof consent
in writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE IV
OFFICERS
Section 1. Generally
The officers of the Corporation shall consist of a Chief Executive Officer,
a President (who may be, but need not be, the Chief Executive Officer), a
Secretary and Treasurer. The Board of Directors may elect such additional
officers as it deems necessary, including vice presidents, assistant secretaries
and assistant treasurers. Officers shall be elected by the Board of Directors,
which shall consider that subject at its first meeting after every annual
meeting of stockholders. Each officer shall hold his office until his successor
is elected and qualified or until his earlier resignation or removal. Any number
of offices may be held by the same person.
Section 2. Chief Executive Officer
The Chief Executive Officer shall be the senior officer of the Corporation
and shall be responsible in general for the supervision and control of all the
business and affairs of the Corporation.
Section 3. President
If the Board of Directors elects a Chief Executive Officer who is not the
President, the President shall act in the place of the Chief Executive Officer
in his absence or in the event of his death, inability or refusal to act. He
shall perform all duties and have all powers which are delegated to him by the
Board of Directors or Chief Executive Officer. He shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized. In the event of the absence, death, inability or refusal to act of
the President, the
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officer designated by the Board of Directors shall perform the duties and
exercise the powers of the President.
If the Board of Directors does not elect a Chief Executive Officer, the
President shall also perform the duties and exercise the powers of the Chief
Executive Officer.
Section 4. Vice President
Each vice president shall perform such duties as the Board of Directors
shall prescribe.
Section 5. Treasurer
The Treasurer shall have charge and custody of all monies and securities of
the Corporation, shall in general perform all of the duties commonly incident to
the office of Treasurer, and shall perform such other duties as may be assigned
him by the Chief Executive Officer, President, or Board of Directors. He shall
make such disbursements of the funds of the Corporation as are proper and shall
render from time to time an account of all such transactions and of the
financial condition of the Corporation.
Section 6. Secretary
The secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate minute books.
Section 7. Delegation of Authority
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.
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Section 8. Removal
Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.
Section 9. Action with Respect to Securities of Other Corporations
Unless otherwise directed by the Board of Directors, the Chief Executive
Officer shall have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation in which this Corporation may
hold securities and otherwise to exercise any and all rights and powers which
this Corporation may possess by reason of its ownership of securities in such
other corporation.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS
Section 1. Right to Indemnification
a. Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative ("proceeding"), by reason of
the fact that he or she or a person for whom he or she is the legal
representative is or was a director, officer or employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent such amendment permits the corporation to
provide broader indemnification
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rights than said law permitted the corporation to provide prior to such
amendment) against all expenses, liability and loss (including attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that with respect to any agent or employee, to the
extent any such expenses, liabilities or losses are covered by insurance, other
than insurance maintained by the corporation, the corporation shall be required
to indemnify and hold harmless such agent or employee only to the extent that
such expenses, liabilities or losses are not covered by such insurance. Such
right shall be a contract right and shall include the right to be paid by the
corporation expenses incurred in defending any such proceedings in advance of
its final disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the corporation in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.
b. Any person who is or was an agent of the corporation, and
who would be entitled to be indemnified by the corporation under the
circumstances set forth in Section 1(a) but for the fact that such person is not
or was not a director, officer or employee of the corporation, may be
indemnified by the corporation (but shall not be entitled to be indemnified by
the corporation) in a specific case to all or part of the extent set forth in
Section 1 (a), if the Board of Directors determines that it is in the best
interests of the corporation
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to grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the corporation within 90
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant
shall be entitled to be paid also the expenses of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable standard of
conduct.
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Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance
The corporation may maintain insurance, at its expense, to protect itself
and any such director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
Section 5.
For purposes of this Article, reference to "other enterprise" shall include
entities of any kind, including associations, rate bureaus and conferences.
ARTICLE VI
STOCK
Section 1. Certificate of Stock
Shares of the stock of the Corporation may be represented by certificates
or uncertificated. Owners of shares of the stock of the Corporation shall be
recorded in the share register of the Corporation, and ownership of such shares
shall be evidenced by a certificate or book-entry notation in the share register
of the Corporation. Any certificates representing such shares shall be signed
by, or in the name of the Corporation by, the chairman or vice chairman of the
Board of Directors, or the president or a vice president, and by the secretary
or any assistant secretary, if one be appointed, or the treasurer or an
assistant treasurer of the Corporation,
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certifying the number of shares represented by the certificate owned by such
stockholder in the Corporation. Any or all of the signatures on the certificate
may be facsimile.
Section 2. Transfers of Stock
Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate or other evidence of such new
shares to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Uncertificated shares shall be transferred in the
share register of the Corporation upon the written instruction originated by the
appropriate person to transfer the shares.
Section 3. Transfer and Change of Address
Title to a certificate and to the shares represented thereby can be
transferred only:
(1) By delivery of the certificates, endorsed either in blank
or to a specific person, by the person appearing in the certificate to
be the owner of the shares represented thereby; or
(2) By delivery of the certificate and a separate document
containing a written assignment of the certificate or a power of
attorney to sell, assign or transfer the same of the shares represented
thereby, signed by the person appearing by the certificates to be the
owner of the shares represented thereby. Such assignment or power of
attorney may be either in blank or to a specified person.
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Section 4. Change of Address
Stockholders shall be responsible for notifying in writing the secretary,
or the transfer agent or registrar as the case may be, if appointed by
resolution of the Board, of any changes in their addresses from time to time,
and failure to do so shall relieve the Corporation, its shareholders, directors,
officers and the transfer agent and/or registrar, if any, of liability, for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing in the records of the secretary, or, if
appointed, the transfer agent or registrar.
Section 5. Record Date
The Board of Directors may fix a record date, which shall not be more than
sixty or less than ten days before the date of any meeting of stockholders, nor
more than sixty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any change,
conversion or exchange of stock with respect to any other lawful action.
Section 6. Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the board of
directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
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Section 7. Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
Section 8. Registered Stockholder
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact hereof and, accordingly, shall
not be bound to recognize any equitable or other claim or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Delaware.
ARTICLE VII
NOTICES
Section 1. Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
Corporation. The time when such notice is dispatched shall be at the time of the
giving of the notice.
Section 2. Waivers
A written waiver of any notice, signed by a stockholder, director, officer,
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given to such
stockholders, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
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ARTICLE VIII
MISCELLANEOUS
Section 1. Facsimile Signatures
In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in charge of the secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
Section 3. Reliance upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
duties, be fully protected in relying good faith upon the books of accounts or
other records of the Corporation, including reports made to the Corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser with reasonable care.
Section 4. Fiscal Year
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods
In applying any provisions of these Bylaws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified
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number of days after an event, calendar days shall be used, the day of the doing
of the act shall be excluded and the day of the event shall be included.
ARTICLE IX
AMENDMENTS
Section 1. Amendments
These Bylaws may be amended or repealed, or new bylaws may be adopted (a)
by the affirmative vote of seventy-five percent of the shares issued and
outstanding and entitled to vote at any annual or special meeting of
stockholders; provided that the notice of such meeting of stockholders whether
regular or special, shall specify as one of the purposes thereof the making of
such amendment or repeal; or (b) by telling the affirmative vote of the majority
of the Board of Directors at any regular or special meeting.
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