Bylaws - Sybarite Interactive Inc.
BYLAWS OF
SYBARITE INTERACTIVE INC.
Adopted as of November 29, 1995
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of
the above-named corporation shall be located at 1013 Centre
Road, City of Wilmington, County of New Castle, State of
Delaware.
Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both 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
MEETINGS OF STOCKHOLDERS
Section 1. TIME AND PLACE. All meetings of the stockholders for any purpose
shall be held at such time and place, either within or without the State of
Delaware, as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. ANNUAL MEETING. Annual meetings of stockholders, commencing
with the year 1996, shall be held on the first Tuesday in November if not a
legal holiday, and, if a legal holiday, then on the next business day
following, at 10:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors. For the purposes of
these by-laws a "business day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the City of New York, New
York are authorized or obligated by law or executive order to be closed. At
the annual meeting, holders of the corporation's voting stock, shall elect,
by a plurality vote, a Board of Directors and transact such other business as
may properly be brought before the meeting.
Section 3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting,
stating the place, date and time of the meeting, shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.
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Section 4. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least five (5) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. 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 five (5) days prior to the meeting, either at a place within the
city 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.
Section 5. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, by the certificate
of incorporation or by an agreement by and among the stockholders, may be called
by the President and shall be called by the President or the Secretary at the
request in writing of a majority of the Board of Directors or at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.
Section 6. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting,
stating the place, date and time of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting.
Section 7. LIMIT ON BUSINESS AT SPECIAL MEETINGS. Business
transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
Section 8. QUORUMS. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of stockholders for the
transaction of business, except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting of the time and place of such adjourned meeting, until a quorum
shall be
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present by proxy or represented by proxy. At any adjourned meeting at
which a quorum shall be present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally called.
If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. VOTING AT MEETINGS. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express statutory provision,
provision of the certificate of incorporation or provision of an agreement by
and among the stockholders a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 10. VOTING POWER. Unless otherwise provided in the certificate of
incorporation or an agreement by and among the stockholders, each stockholder
shall at every meeting of the stockholders be entitled to one (1) vote in person
or by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.
Section 11. WRITTEN CONSENT WITHOUT MEETING. Unless otherwise provided in
the certificate of incorporation or an agreement by and among the stockholders,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business of the corporation
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shall be managed by, or under the direction of, its Board of Directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute, the certificate of incorporation, these bylaws or
an agreement by and among the stockholders directed or required to be exercised
or done by the stockholders.
Section 2. ELECTION AND TENURE. The number of directors which shall
constitute the whole board shall be not less than one (1) and not more than
seven (7). The first board shall consist of one (1) director. Thereafter the
number of directors shall be determined by the Board of Directors or by the
stockholders at any meeting or in an agreement by and among the stockholders.
Except as provided in Section 3 of this Article III or in an agreement by and
among the stockholders, each director shall hold office until his successor or
successors are elected and shall qualify or until his earlier resignation or
removal.
Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director and the directors so chosen
shall hold office for the remainder of the term of the directors whom they
replaced and until their successors are duly elected and qualified, or until
their earlier resignation or removal. If there are no directors in office, then
an election of directors may be held in the manner provided by statute or by an
agreement by and among the stockholders.
Section 4. PLACE OF MEETINGS. The Board of Directors of
the corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
Section 5. ANNUAL MEETINGS. The first meeting of each newly elected Board
of Directors shall be held immediately after the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present.
Section 6. REGULAR MEETINGS. Regular meetings of the
Board of Directors may be held without notice at such time and
at such place as shall from time to time be determined by the
board.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President on two (2) days' notice to each director, either
personally, by mail, by telegram, by telex or by facsimile transmission; special
meetings shall be called by the President in like manner and on like notice upon
the written request of a majority of the directors then in
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office. Unless otherwise required by the laws of the State of Delaware, any two
directors shall have the right to call a meeting of the Board of Directors. Any
notice may be given by the Secretary and need not state the purpose or purposes
of the meeting unless otherwise required by these bylaws.
Section 8. QUORUM AND ADJOURNMENTS. At all meetings of the board, a
majority of the directors shall constitute a quorum for the transaction of
business, and 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 statute, by the certificate of
incorporation or by an agreement by and among the stockholders. At all
meetings of the Board of Directors, a majority of the directors, which
majority must include at least one designee of Robert LoCascio, so long as he
shall be entitled to designate directors pursuant to the Second Amended and
Restated Stockholders Agreement dated as of July 19, 1999, as the same may be
amended from time to time (as so amended, the "Stockholders Agreement"),
among the Company and the stockholders of the Company named therein, and at
least one designee appointed by Investors (as such term is defined in the
Stockholders Agreement") holding Preferred Stock. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present.
Section 9. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee,
as the case may be, consent thereto in writing and the writing is filed with the
minutes of the proceedings of the board or committee.
Section 10. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.
Members of the Board of Directors or any committee designated by the Board of
Directors may participate in a meeting of the Board of Directors or any
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
Section 11. COMPENSATION. Unless otherwise restricted by the certificate of
incorporation, these bylaws or by an agreement by and among the stockholders,
the Board of Directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Section 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by statute,
by the certificate of incorporation or by an agreement by and among the
stockholders, any director or the
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entire Board of Directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of directors.
Section 13. RESIGNATION OF DIRECTORS. Any director may resign at any time
by giving written notice to the Board of Directors, the President or the
Secretary of the corporation. Unless otherwise specified in such notice, a
resignation shall take effect upon the delivery thereof to the Board of
Directors or the designated officer. It shall not be necessary for a resignation
to be accepted before it becomes effective.
ARTICLE IV
COMMITTEES
Section 1. DESIGNATION. The Board of Directors may, by resolution passed by
a majority of the whole board, designate one (1) or more committees, each
committee to consist of one (1) or more of the directors of the corporation. The
board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
Section 2. POWERS. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the State of Delaware General
Corporation Law, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), adopting an agreement of
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merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution or amending these bylaws; and, unless the resolution
or the certificate of incorporation expressly so provides, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock or to adopt a certificate of ownership and merger. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.
Section 3. MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board
of Directors when required.
ARTICLE V
NOTICES
Section 1. FORM AND DELIVERY. Whenever, under the provisions of statutes,
the certificate of incorporation or these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram, telex or facsimile
transmission at such director's address as it appears in the corporation's
records.
Section 2. WAIVER. Whenever any notice is required to be given under the
provisions of statutes, the certificate of incorporation or these bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to receipt of the notice.
Section 3. ATTENDANCE AT MEETINGS AS WAIVER OF NOTICE. Any stockholder who
attends a meeting of stockholders in person or is represented at that meeting by
proxy without protesting, at the commencement of the meeting, the lack of notice
to him or any director who attends a meeting of the Board of Directors without
protesting, at the commencement of the meeting, the lack of notice to him shall,
in each case, be conclusively deemed to have waived notice of that meeting.
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ARTICLE VI
OFFICERS
Section 1. DESIGNATION. Subject to the terms of any agreement by and among
the stockholders, the officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Treasurer and a Secretary. The Board of
Directors may also choose one or more Vice Presidents and one or more Assistant
Treasurers and Assistant Secretaries. Any number of offices may be held by the
same person, unless the certificate of incorporation or these bylaws otherwise
provide.
Section 2. ELECTION. Subject to the terms of any agreement by and among the
stockholders, the Board of Directors at its annual meeting shall choose a
President, a Treasurer and a Secretary and may choose such other officers as it
deems appropriate.
Section 3. POWERS AND OTHER DUTIES. The officers shall exercise such powers
and perform such duties as shall be determined from time to time by the Board of
Directors.
Section 4. SALARIES. The salaries of all officers and
agents of the corporation shall be fixed by the Board of
Directors.
Section 5. TERM OF, AND REMOVAL FROM, OFFICE. The officers of the
corporation shall hold office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the corporation shall be filled by the Board
of Directors.
Section 6. THE PRESIDENT. The President shall be the chief executive
officer and chairman of the Board of Directors of the corporation. The President
shall preside at all meetings of the stockholders and the Board of Directors,
shall have general and active management of the day-to-day operations of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
The President shall, under the seal of the corporation, execute bonds,
mortgages and other contracts requiring a seal except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
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Section 7. THE TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such 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, and shall render to the President and the Board of Directors, at
its regular meetings or when the Board of Directors so requires, an account of
all the Treasurer's transactions and of the financial condition of the
corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond (which shall be renewed every six (6) years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of the Treasurer's office and for the
restoration to the corporation, in case of the Treasurer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under the Treasurer's
control belonging to the corporation.
Section 8. VICE PRESIDENTS. The Vice Presidents, if any,
shall perform such duties and have such powers as the Board of
Directors may from time to time prescribe.
Section 9. THE SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Board of Directors and of the stockholders in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors and shall perform such other duties as may be prescribed by
the Board of Directors or the President, under whose supervision he shall be.
The Secretary shall have custody of the corporate seal of the corporation and
the Secretary or an Assistant Secretary shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
Secretary's signature or by the signature of such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by the Secretary's signature.
Section 10. THE ASSISTANT TREASURERS AND SECRETARIES. The
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Assistant Treasurer and Assistant Secretary (or, if there is more than one, the
Assistant Treasurers and Assistant Secretaries in the order designated by the
Board of Directors or, if there be no such designation, then in the order of
their election) shall, in the absence of the Treasurer or Secretary, or in the
event of the Treasurer's or Secretary's inability or refusal to act, perform the
duties and exercise the powers of the Treasurer or Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. FORM AND SIGNATURES. The shares of the corporation shall be
represented by a certificate or shall be uncertificated. Certificates shall be
signed by, or in the name of the corporation by, the President or any Vice
President and the Treasurer or Secretary or an Assistant Treasurer or Assistant
Secretary of the corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
If the corporation shall be authorized to issue more than one (1) class of
stock or more than one (1) series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock; provided that, except as
otherwise provided in Section 202 of the State of Delaware General Corporation
Law, in lieu of the foregoing requirements, there may be set forth on the face
or faces of the certificate which the corporation shall issue to represent such
class or series of stock a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information
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required to be set forth or stated on certificates pursuant to Sections 151,
156, 202(a) or 218(a) of the State of Delaware General Corporation Law or a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. SIGNATURE ON CERTIFICATES. Any or all of the signatures on a
certificate may be facsimile. 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.
Section 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates or uncertificated shares to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates or uncertificated shares, the Board of Directors may
require the owner or his legal representative to give the corporation a bond in
such sum as it may direct as indemnity against the corporation with respect to
the certificate alleged to have been lost, stolen or destroyed.
Section 4. 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 to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instruments from the
registered owner of uncertificated shares, such uncertificated shares shall be
canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
Section 5. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, to express consent to corporate action in writing
without a meeting, to receive payment of any dividend or other distribution or
allotment of any rights, to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance,
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a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 6. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by statute.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 1. INTENTIONALLY DELETED.
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SECTION 2. INSURANCE FOR INDEMNIFICATION. 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, 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 to indemnify him against such liability under the provisions of Section
145 of the General Corporation Law.
ARTICLE IX
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the outstanding capital stock of the
corporation, subject to the provisions of the statutes, the certificate of
incorporation or any agreement by and among the stockholders, may be declared by
the Board of Directors at any regular or special meeting of directors and
dividends may be paid in cash, property or in shares of the capital stock.
Section 2. RESERVES. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. ANNUAL STATEMENT. The Board of Directors shall present at each
annual meeting or special meeting of the stockholders, when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
Section 4. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5. FISCAL YEAR. The fiscal year of the
corporation shall be the calendar year ending December 31.
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Section 6. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed, affixed, reproduced or otherwise.
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ARTICLE X
AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new bylaws is contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the Board of Directors by the certificate of incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.