Bylaws - Bertucci's of Columbia Inc.
BYLAWS OF
BERTUCCI'S OF COLUMBIA, INC.
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the Stockholders of
the Corporation shall be held each year during the third month after the close
of the Corporation's fiscal year, on a day to be duly designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of any
other corporate business as may come before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the Stockholders may
be called, at any time and for any purpose or purposes, by the President, by a
Vice President, or by a majority of the Board of Directors Special meetings of
the Stockholders shall be called forthwith by the President, by a Vice
President, by the Secretary, or by any Director of the Corporation, (a) when
requested in writing by any Stockholder in accordance with Article II, Section
3.B of these Bylaws or (b) at any time, upon the request in writing of the
Stockholders entitled to cast at least twenty-five percent (25%) of all the
votes entitled to be cast at such meeting; provided, that no such special
meeting shall be called to consider any matter which is substantially the same
as a matter voted on at any special meeting of the Stockholders held during the
preceding twelve (12) months, unless requested by the Stockholders entitled to
cast a majority of all votes entitled to be cast at the meeting. In any case in
which a special meeting is called by written request of the Stockholders, such
request shall state the purpose or purposes of the meeting. Business transacted
at all special meetings of Stockholders shall be confined to the purpose or
purposes stated in the notice of the meeting.
Section 3. PLACE OF HOLDING MEETINGS. All meetings of Stockholders
shall be held at the principal office of the Corporation, or elsewhere in the
United States as may be designated by the Board of Directors.
Section 4. NOTICE OF MEETINGS. Written notice of each meeting of the
Stockholders shall be mailed, postage prepaid, by the Secretary, to each
Stockholder at his post office address, as it appears upon the books of the
Corporation, at least ten (10) days and not more than ninety (90) days before
the meeting. Each such notice shall state the place, day, and hour at which the
meeting is to be held and, in the case of any special meeting, shall state
briefly the purpose or purposes thereof.
Section 5. QUORUM. The presence in person or by proxy of the holders
of record of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the stockholders, except as may be otherwise specifically
provided by law, by the Articles of Incorporation of the Corporation or by these
Bylaws. If less than a quorum shall be in attendance at the time for which the
meeting shall have been called, the meeting may be adjourned from time to time
by a majority vote of the Stockholders present or represented, without any
notice other than by announcement at the meeting, until a quorum shall attend.
At any adjourned meeting at which a quorum shall attend, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
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Section 6. CONDUCT OF MEETINGS. Meetings of stockholders shall be
presided over by the President of the Corporation or, if he is not present, by a
Vice President, or, if none of said Officers is present, by a chairman to be
elected at the meeting. The Secretary of the Corporation, or if he is not
present, any Assistant Secretary shall act as secretary of such meetings, in the
absence of the Secretary and any Assistant Secretary, the presiding officer may
appoint a person to act as secretary of the meeting.
Section 7. VOTING.
(a) At all meetings of Stockholders, every Stockholder entitled to
vote thereat shall have one (1) vote for each share of stock standing in his
name on the books of the Corporation on the date established for the
determination of Stockholders entitled to vote at such meeting. Such vote may be
cast either in person or by proxy duly appointed by an instrument in writing
subscribed by such Stockholder, or his duly authorized attorney, and bearing a
date not more than eleven (11) months prior to said meeting unless said
instrument expressly provides for a longer period. Such proxy shall be dated,
but need not be sealed, witnessed or acknowledged. All elections shall be had
and all questions shall be decided by a majority of the votes cast at a duly
constituted meeting, except as may be otherwise specifically provided by law, by
the Articles of Incorporation of the Corporation or by these Bylaws. If the
chairman of the meeting shall so determine, a vote by ballot may be taken upon
any election or matter; a vote by ballot also shall be taken upon the request of
the holders of ten percent (10%) of the stock entitled to vote on such election
or matter. The Chairman may appoint one or more tellers of election. In such
event, the proxies and ballots shall be held by the tellers, and all questions
as to the qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the tellers. If no teller is appointed,
the foregoing duties shall be Performed by the Chairman. Such tellers shall be
appointed by the said meeting.
(b) Whenever two or more classes of stock are entitled to vote on any
matter, each class shall vote separately, as a class, unless the Articles of
Incorporation of the Corporation provide otherwise.
(c) Notwithstanding the foregoing provisions of this Section 7, in the
event the Articles of Incorporation provide for the cumulative voting of shares
of stock for the purpose of electing the Directors of the Corporation, at all
elections of Directors, each Stockholder shall be entitled to cast as many votes
as shall equal the number of his shares of stock multiplied by the number of
Directors to be so elected, and each Stockholder shall be entitled to cast all
of such votes for a single nominee or may distribute such votes among any two or
more nominees, as he may see fit.
Section 8. INFORMAL ACTION BY STOCKHOLDERS. The Stockholders have the
right to make use of the unanimous consent procedure set forth in Section 2-505
of the Corporations and Associations Article of the Annotated Code of Maryland,
1985 edition, as from time to time amended, whenever they so desire.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The property and business of the
Corporation shall be managed under the direction of the Board of Directors of
the Corporation.
Section 2. NUMBER AND TERM OF OFFICE. The number of Directors shall be
that number set forth in the Articles of Incorporation of the Corporation, or
such other number as may be designated from time to time by resolution of a
majority of the entire Board of Directors, provided, however, that the number of
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Directors may not be less than either the minimum permitted by law or the
minimum, if any, permitted by the Articles of Incorporation of the Corporation.
Directors need not be Stockholders. The Directors shall be elected each year at
the annual meeting of Stockholders, except as hereinafter provided, and each
Director shall serve until his successor shall be duly elected and qualified.
Section 3. FILLING OF VACANCIES.
(a) In the event of vacancy in the Board of Directors whether by
reason of a Director's death, resignation, disqualification or removal, or by
reason of an increase in accordance with these Bylaws of the number of Directors
of the Corporation, or by any other reason or cause--the Directors remaining in
office, by affirmative vote of the majority thereof, may elect the person to
fill such vacancy and to hold office until the next annual meeting of the
Stockholders and thereafter until his successor shall be duly elected and
qualified. In the event of a vacancy in the Board of Directors by reason of an
increase in the number of Directors in accordance with these By laws, a majority
of the entire Board of Directors may elect the person to fill such vacancy and
to hold office until the next annual meeting of the Stockholders and thereafter
until his successor shall be duly elected and qualified.
(b) Notwithstanding the foregoing provisions of Section 3(a), in the
event that a vacancy in the Board of Directors occurs at a time when the
Articles of Incorporation of the Corporation provide for the cumulative voting
of shares of stock for the purpose of electing the Directors of the Corporation,
any Stockholder entitled to vote a sufficient number of shares on a cumulative
basis to elect at least one Director shall have the right to request that a
Special Meeting of Stockholders be called for the purpose of electing an
entirely new Board of Directors. Said request shall be in writing, directed to
the President, and sent within sixty (60) days after the occurrence of a vacancy
in the Board of Directors. Forthwith, upon receipt of such request, the
President shall call for a Special Meeting, in accordance with the provisions of
Article I, Section 2 of these Bylaws, at which Meeting an election of a new
Board of Directors shall be held in accordance with the Articles of
Incorporation and these Bylaws, and, upon completion of such election, the terms
of all Directors theretofore comprising the Board of Directors shall expire.
Section 4. REMOVAL OF DIRECTORS. Any Director may be removed from
office, with or without cause, by the affirmative vote of the holders of a
majority of the votes entitled to be cast on the matter. The Stockholders may
elect a successor to fill a vacancy which results from the removal of a Director
pursuant to this Section 4.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held, without notice, at such time and place as shall from time
to time be determined by resolution of the Board, provided that notice of every
resolution of the Board fixing or changing the time or place for the holding of
regular meetings of the Board shall be mailed to each Director at least ten (10)
days before the first meeting held pursuant thereto. The annual meeting of the
Board of Directors shall be held immediately following the annual Stockholders'
meeting at which a Board of Directors is elected. Any business may be transacted
at any regular meeting of the Board.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called, at any time and for any purpose or purposes, by the
President or by a Vice President. Special meetings of the Board of Directors
shall be called by the President or by the Secretary upon request in writing of
a majority of the Board of Directors. The Secretary shall give notice of each
special meeting of the Board of Directors by mailing the same at least three (3)
days prior to the meeting, or by telegraphing the same at least one (1) day
prior to the meeting, to each Director. Any and all business may be transacted
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at any special meeting. Any Director may, in writing, waive notice of the time,
place and objects of any special meeting. Any meeting of the Board of Directors,
regular or special, may adjourn from time to time to reconvene at the same or
some other place, and no notice need be given of any such adjourned meeting
other than by announcement at the adjourned meeting.
Section 7. PLACE OF MEETING AND OFFICES. The Board of Directors may
hold their meetings, have one or more offices, and keep the books of the
Corporation at such place or places, either within or without the State of
Maryland, as they may, from time to time, determine by resolution or by written
consent of all of the Directors.
Section 8. QUORUM. A majority of all of the Directors (but in no event
less than two (2) Directors) shall constitute a quorum for the transaction of
business at all meetings of the Board of Directors, but, if at any meeting less
than a quorum shall be present, a majority of those present may adjourn the
meeting from time to time. The act of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by law, by the Articles of
Incorporation of the Corporation or by these Bylaws.
Section 9. COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salary for their services as such, but each Director shall be entitled to
receive from the Corporation reimbursement of the expenses incurred by him in
attending any regular or special meeting of the Board, or of committees thereof;
and, by resolution of the Board of Directors, a fixed sum may also be allowed
for attendance at each regular or special meeting of the Board, or of committees
thereof, and such reimbursement and compensation shall be payable whether or not
an adjournment be had because of the absence of a quorum. Nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 10. EXECUTIVE COMMITTEE. The Board of Directors may appoint an
executive committee consisting of two or more Directors. The executive committee
shall not have the power or authority to alter or amend the Bylaws, to declare
dividends, to issue stock, or to recommend to the Stockholders any action
requiring Stockholder approval, but shall exercise all other powers of the Board
of Directors between the meetings of the Board, excepting, however, the power to
fill vacancies in the Board of Directors or in their own membership, which
vacancies shall be filled by the Board of Directors. The executive committee
shall meet at stated times or on notice to all by any of their own number. It
shall fix its own rules of procedure. Unanimous vote or consent shall be
necessary in every case. The executive committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors. Without limiting
the generality of the foregoing, the executive committee is specifically
authorized to execute customary banking resolutions for corporate accounts and
for borrowing.
Section 11. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the Directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Directors, excepting, however, the power to declare dividends,
to issue stock, to alter or amend the Bylaws, to recommend to the Stockholders
any action requiring Stockholder approval, or to fill vacancies in the Board of
Directors or in their own membership, which vacancies shall be filled by the
Board of Directors. Such committee or committees shall have such names as may be
determined from time to time by resolution adopted by the Board of Directors.
Section 12. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
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committee thereof may be taken without a meeting pursuant to the provisions of'
Section 2-408 of the Corporations and Associations Article of the Annotated Code
of Maryland, 1985 edition, as from time to time amended.
ARTICLE III
OFFICERS
Section 1. ELECTION, TENURE, AND COMPENSATION. The officers of the
Corporation shall be a President, a Secretary, and a Treasurer, and such other
officers--e.g. one or more Vice Presidents, one or more Assistant Secretaries or
Treasurers--as the Board of Directors from time to time may consider necessary
for the proper conduct of the business of the Corporation. The Officers shall be
elected by the Board of Directors and shall serve at the pleasure of the Board.
The President shall be a Director and the other officers may, but need not be,
Directors. Any two or more of the above offices, except those of President and
Vice President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by these Bylaws to be executed, acknowledged or
verified by any two or more Officers. The compensation or salary paid all
Officers of the Corporation may be fixed by resolutions adopted by the Board of
Directors. Except where otherwise expressly provided in a contract duly
authorized by the Board of Directors, every officer and agent of the Corporation
shall be subject to removal at any time by the affirmative vote of a majority of
the whole Board of Directors, and all officers, agents, and employees shall hold
office at the discretion of the Board of Directors or of the Officers appointing
them.
Section 2. POWERS AND DUTIES OF THE PRESIDENT (CHAIRMAN OF THE BOARD).
The President shall be the Chief Executive Officer of the Corporation and shall
have general charge and control of all, its business affairs and properties. He
shall preside at all meetings of the Stockholders and of the Board of Directors
unless the Board of Directors shall, by a majority vote of a quorum thereof,
elect a Chairman other than the President to preside at meetings of the Board of
Directors. The President may sign and execute all authorized bonds, contracts or
other obligations in the name of the Corporation. He shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation. The President shall be ex-officio a member of all
the standing committees. He shall do and perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.
Section 3. POWERS AND DUTIES OF THE VICE PRESIDENT. The Board of
Directors may appoint a Vice President or more than one Vice President. Any Vice
President (unless otherwise provided by resolution of the Board of Directors)
may sign and execute all authorized bonds, contracts, or other obligations in
the name of the Corporation. Each Vice President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board of
Directors or by the President. In case of the absence or disability of the
President, the duties of that office shall be performed by any Vice President.
The taking of any action by any Vice President in place of the President shall
be conclusive evidence of the absence or disability of the President.
Section 4. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of Stockholders and Directors and all other notices
required by law or by these Bylaws; in case of his absence or refusal or neglect
to do so, any such notice may be given by any person so directed by the
President, or by the Directors or Stockholders upon whose written requisition as
provided in these Bylaws the meeting is called. The Secretary shall record all
of the proceedings of the meetings of the Stockholders and of the Directors in
books provided for that purpose and he shall perform such other duties as may be
assigned to him by the Directors or the President. When authorized by the Board
of Directors or the President, he shall attest to or witness all instruments
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requiring same. In general, the Secretary shall perform all the duties generally
incident to the office of Secretary, subject to the control of the Board of
Directors and the President.
Section 5. TREASURER. The Treasurer shall have custody of all the
funds and securities of the Corporation, and he shall keep full and accurate
account of receipts and disbursements in books belonging to the Corporation. He
shall deposit all monies and other valuables in the name and to the credit of
the Corporation in such depository or depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall render to the President and the Board of Directors,
whenever either of them so requests, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
give the Corporation a bond, if required by the Board of Directors, in a sum,
and with one or more sureties, satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation in case of his death, resignation, retirement or removal from office
of all books, papers, vouchers, monies, and other properties of whatever kind in
his possession or under his control belonging to the Corporation. In general,
the Treasurer shall perform all the duties generally incident to the office of
the Treasurer, subject to the control of the Board of Directors and the
President.
Section 6. ASSISTANT SECRETARY. The Board of Directors or the
President may appoint one or more Assistant Secretaries. Each Assistant
Secretary shall have power (except as otherwise provided by resolution of the
Board of Directors) to perform all duties of the Secretary in the absence or
disability of the Secretary and shall have such other powers and shall perform
such other duties as may be assigned to him by the Board of Directors or the
President. In case of the absence or disability of the Secretary, the duties of
the office shall be performed by any Assistant Secretary. The taking of any
action by any Assistant Secretary in place of the Secretary shall be conclusive
evidence of the absence or disability of the Secretary.
Section 7. ASSISTANT TREASURER. The Board of Directors may appoint one
or more Assistant Treasurers. Each Assistant Treasurer shall have power (except
as otherwise provided by resolution of the Board of Directors) to perform all
duties of the Treasurer in the absence or disability of the Treasurer and shall
have such other powers and shall perform such other duties as may be assigned to
him by the Board of Directors or the President. In case of the absence or
disability of the Treasurer, the duties of the office shall be performed by any
Assistant Treasurer. The taking of any action by any Assistant Treasurer in
place of the Treasurer shall be conclusive evidence of the absence or disability
of the Treasurer.
Section 8. SUBORDINATE OFFICERS. The Corporation may have such
subordinate officers as the Board of Directors may from time to time deem
advisable. Each such officer shall hold office for such period and perform such
duties as the Board of Directors, the President or the committee or officer
designated pursuant to this Article III may prescribe.
ARTICLE IV
CAPITAL STOCK AND OTHER SECURITIES
Section 1. ISSUE OF CERTIFICATES OF STOCK. The certificates for shares
of the stock of the Corporation shall be of such form, not inconsistent with the
Articles of Incorporation of the Corporation, or its amendments, as shall be
approved by the Board of Directors. All certificates shall be signed by the
President or by the Vice President and counter-signed by the Secretary or by an
Assistant Secretary; provided, that any signature or counter signature may be
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either manual or facsimile signature. All certificates for each class of stock
shall be consecutively numbered. The name of the person owning the shares
issued, and the address of the said holder, shall be entered in the
Corporation's books. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates representing the same number
of shares shall be issued until the former certificate or certificates for the
same number of shares shall have been so surrendered and cancelled.
Section 2. TRANSFER OF SHARES. Shares of the capital stock of the
Corporation may be transferred on the books of the Corporation only by the
holder thereof, in person or by his attorney, and upon surrender and
cancellation, as hereinabove provided, of certificates for a like number of
shares.
Section 3. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to, or interest in, such shares in the name 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 Maryland.
Section 4. RECORD DATE AND CLOSING OF TRANSFER BOOKS. The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend or be allotted other
rights. The record date may not be more than sixty (60) days before the date on
which the action requiring the determination will be taken; the transfer books
may not be closed for a period longer than twenty (20) days; and, in the case of
a meeting of Stockholders, the record date or the closing of the transfer books
shall be at least ten (10) days before the date of the meeting.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been stolen, lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
stolen, lost or destroyed. When authorizing such issuance of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the certificate or his legal
representative to give bond, with sufficient surety, to indemnify the
Corporation against any loss or claim which may arise by reason of the issuance
of a new certificate.
Section 6. RESTRICTIONS ON TRANSFER. Any other provision of these
Bylaws to the contrary notwithstanding, no securities issued by the Corporation
may be transferred unless (i) such shares are registered with the Securities and
Exchange Commission and the Division of Securities for the State of Maryland, or
other jurisdiction, as appropriate, or (ii) the Corporation is in receipt of an
opinion of counsel for the transferor or transferee, acceptable to counsel for
the Corporation, that such transfer would not violate applicable state and
federal securities laws.
ARTICLE V
BANK ACCOUNTS AND LOANS
Section 1. BANK ACCOUNTS. Such Officers or agents of' the Corporation
as from time to time shall be designated by the Board of Directors shall have
authority to deposit any funds of the Corporation in such banks or trust
companies as from time to time shall be designated by the Board of Directors.
Such Officers or agents of the Corporation as from time to time shall be
authorized by the Board of Directors may withdraw any or all of the funds of the
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Corporation so deposited in any bank or trust company, upon checks, drafts or
other instruments or orders for the payment of money, drawn against the account
or in the name or behalf of the Corporation, and made or signed by such officers
or agents; and each bank or trust company with which funds of the Corporation
are so deposited is authorized to accept, honor, cash and pay without limit as
to amount, all checks, drafts or other instruments or orders for the payment of
money, when drawn, made or signed by Officers or agents so designated by the
Board of Directors until written notice of the revocation of the authority of
such Officers or agents by the Board of Directors shall have been received by
such bank or trust company. From time to time there shall be certified to the
banks or trust companies in which funds of the Corporation are deposited, the
signatures of the Officers or agents of the Corporation so authorized to draw
against the same. In the event that the Board of Directors shall fail to
designate the persons by whom checks, drafts and other instruments or orders for
the payment of money shall be signed, as hereinabove provided in this Section,
all of such checks, drafts and other instruments or orders for the payment of
money shall be signed by the President or a Vice President and counter-signed by
the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer
of the Corporation.
Section 2. LOANS. Such Officers or agents of the Corporation as from
time to time shall be designated by the Board of Directors shall have authority
to effect loans, advances or other forms of credit at any time or times for the
Corporation from such banks, trust companies, institutions, corporations, firms
or persons, in such amounts and subject to such terms and conditions as the
Board of Directors from time to time shall designate; and, as security for the
repayment of any loans, advances, or other forms of credit so authorized, to
assign, transfer, endorse and deliver, either originally or in addition or
substitution, any or all personal property, real property, stocks, bonds,
deposits, accounts, documents, bills and accounts receivable and other
commercial paper and evidences of debt or other securities or any rights or
interest at any time held by the Corporation; and, in connection with any of the
foregoing, for any loans, advances or other forms of credit so authorized, such
Officers or agents shall have authority to make, execute and deliver one or more
notes, mortgages, deeds of trust, financing statements, security agreements,
acceptances or written obligations of the Corporation, on such terms, and with
such provisions as to the security or sale or disposition thereof as such
officers or agents shall deem proper, and, also, to sell to, or discount or
rediscount with, such banks, trust companies, institutions, corporations, firms
or persons any and all commercial paper, bills and accounts receivable,
acceptances and other instruments and evidences of debt at any time held by the
Corporation, and to that end to endorse, transfer and deliver the same. From
time to time there shall be certified to each bank, trust company, institution,
corporation, firm or person so designated, the signatures of the Officers or
agents so authorized; and each such bank, trust company, institution,
corporation, firm or person is authorized to rely upon such certification until
written notice of the revocation by the Board of Directors of the authority of
such Officers or agents shall be delivered to such bank, trust company,
institution, corporation, firm or person.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be
such as shall be duly designated by the Board of Directors.
Section 2. NOTICES. Whenever, under the provisions of these Bylaws,
notice is required to be given to any Stockholder, Director or officer, it shall
be construed to mean either written notice personally served against written
receipt, or notice in writing transmitted by mail, by depositing the same in a
post office or letter box, in a post-paid sealed wrapper, addressed to each
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Stockholder, Director or Officer at such address as appears on the books of the
Corporation or, in default of any other address, to such Stockholder, Director
or Officer at the general post office situated in the city or county of his
residence, and such notice shall be deemed to be given at the time the same
shall be thus mailed. Any Stockholder, Director or officer may waive any notice
required to be given under these bylaws.
Section 3. GENERAL COUNSEL. The Board of Directors may appoint a
general counsel who shall have dominion over all matters of legal import
concerning the Corporation. It shall be the duty of the Officers and the members
of the Board of Directors to consult with the general counsel (if any be
appointed) from time to time, as such legal matters may arise. The general
counsel shall be given notice of all meetings of the Board of Directors in the
manner provided in Article II, Section 5 or Article II, Section 6 of these
Bylaws, as the case may be, and he shall be accorded the opportunity to attend
such meetings for the purpose of consulting with, and advising, the Board of
Directors on any matters of a legal nature. The general counsel to the
Corporation shall be subject to removal and replacement by the Board of
Directors by the vote of a majority thereof.
Section 4. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof. Whenever the Corporation is required
to place its corporate seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a corporate seal to
place the word "(seal)" adjacent to the signature of the authorized officer.
Section 5. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction.
Section 6. BONDS. The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors.
Section 7. SEVERABILITY. The invalidity of any provision of these
Bylaws shall not affect the validity of any other provision, and each provision
shall be enforced to the extent permitted by law.
Section 8. GENDER. Whenever used herein, the masculine gender includes
all genders.
ARTICLE VII
AMENDMENTS
Unless otherwise provided in the Articles of Incorporation, the
Stockholders shall have full power and authority to amend, alter or repeal these
Bylaws or any provision thereof, and may from time to time make additional
Bylaws, at any annual meeting as part of the general business of such meeting,
or at any special meeting provided there shall have been stated in the notice of
such special meeting the substance of such proposed amendment, alteration or
repeal. In addition, and unless otherwise provided in the Articles of
Incorporation, the Board of Directors shall have full power and authority to
amend, alter or repeal these Bylaws or any provision thereof, and may from time
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to time make additional ByLaws, at any regular or special meeting as part of the
general business of such meeting.
ARTICLE VIII
INDEMNIFICATION
Section 1. INDEMNIFICATION TO EXTENT PERMITTED BY LAW. The Corporation
shall indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a Director, Officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or is or was serving at the request of the Corporation as a
trustee or administrator or in any other fiduciary capacity under any pension,
profit sharing or other deferred compensation plan, or any employee welfare
benefit plan of the Corporation, to the full extent permitted by law.
Section 2. PAYMENT OF EXPENSES IN ADVANCE OF FINAL DISPOSITION OF
ACTION. Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition thereof on the conditions and to the extent permitted
by law.
Section 3. NON-EXCLUSIVE RIGHT TO INDEMNITY; INURES TO BENEFIT OF
HEIRS AND PERSONAL REPRESENTATIVES. The foregoing rights of indemnification
shall be in addition to all rights to which any such Director, Officer,
employee, agent, trustee, administrator or other fiduciary may be entitled as a
matter of law, and shall continue as to a person who has ceased to be such a
Director, Officer, employee, agent, trustee, administrator or other fiduciary
and shall inure to the benefit of the heirs and personal representatives of such
person.
Section 4. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or is or was serving at the request of
the Corporation as a trustee or administrator or in any other fiduciary capacity
under any pension, profit sharing or other deferred compensation plan, or any
employee welfare benefit plan of the Corporation, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power or would be
required to indemnify him against the liability under the provisions of this
Article or the laws of this State.
Section 5. CERTAIN PERSONS NOT TO BE INDEMNIFIED. Notwithstanding the
foregoing provisions of this Article VII, the Corporation shall not indemnify
any bank, trust company, investment adviser or any actuary against any liability
which they may have by reason of their acting as a "fiduciary" of any employee
benefit plan (as that term is defined in the Employee Retirement Income Security
Act, as amended from time to time) established for the benefit of this
Corporation's employees.