Attached files
file | filename |
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10-K - ANNUAL REPORT - Arista Power, Inc. | f10k2009_windtamer.htm |
EX-24 - POWER OF ATTORNEY - Arista Power, Inc. | f10k2009ex24_windtamer.htm |
EX-21 - SUBSIDIARIES OF REGISTRANT - Arista Power, Inc. | f10k2009ex21_windtamer.htm |
EX-32.1 - CERTIFICATION - Arista Power, Inc. | f10k2009ex32i_windtamer.htm |
EX-31.1 - CERTIFICATION - Arista Power, Inc. | f10k2009ex31i_windtamer.htm |
EX-23.1 - CONSENT OF EFP ROTENBERG, LLP - Arista Power, Inc. | f10k2009ex23i_windtamer.htm |
EX-3.4 - AMENDED AND RESTATED BY-LAWS - Arista Power, Inc. | f10k2009ex3iv_windtamer.htm |
Exhibit
3.2
Adopted
March 10, 2010
AMENDED
AND RESTATED
BY-LAWS
of
WINDTAMER
CORPORATION
Table
of Contents
ARTICLE
1- MEETINGS OF SHAREHOLDERS
|
1
|
|
1.1
|
Annual
Meeting
|
1
|
1.2
|
Special
Meetings
|
1
|
1.3
|
Place
of Meetings
|
1
|
1.4
|
Notice
of Meetings
|
1
|
1.5
|
Record
Dates
|
2
|
1.6
|
Quorum
|
2
|
1.7
|
Voting
|
2
|
1.8
|
Proxies
|
2
|
1.9
|
Conduct
of Meetings
|
2
|
1.10
|
Action
Without a Meeting
|
2
|
1.11
|
List
of Shareholders at Meetings
|
3
|
1.12
|
Inspectors
at Shareholders’ Meetings
|
3
|
1.13
|
Manner
of Conducting Meetings
|
3
|
1.14
|
Business
Brought before Meetings
|
3
|
1.15
|
Notice
of Nominations
|
3
|
ARTICLE
2 - BOARD OF DIRECTORS
|
4
|
|
2.1
|
Election
and Powers
|
4
|
2.2
|
Number
|
4
|
2.3
|
Vacancies
|
4
|
2.4
|
Removal
|
4
|
2.5
|
Meetings
|
4
|
2.6
|
Place
of Meetings
|
5
|
2.7
|
Notice
of Meeting
|
5
|
2.8
|
Waiver
of Notice
|
5
|
2.9
|
Quorum
|
5
|
2.10
|
Action
Without a Meeting
|
5
|
2.11
|
Personal
Attendance by Conference Communication Equipment
|
5
|
2.12
|
Compensation
|
5
|
2.13
|
Executive
Committee and Other Committees
|
5
|
ARTICLE
3 - OFFICERS
|
6
|
|
3.1
|
Election
of Officers
|
6
|
3.2
|
Removal
|
6
|
3.3
|
Compensation
|
6
|
3.4
|
Chairman
of the Board
|
6
|
3.5
|
President
|
7
|
3.6
|
Vice
Presidents
|
7
|
3.7
|
Secretary
|
7
|
3.8
|
Treasurer
|
7
|
ARTICLE
4 - SHARE CERTIFICATES
|
7
|
|
4.1
|
Form
|
7
|
4.2
|
Transfer
of Shares
|
8
|
4.3
|
Mutilated,
Lost, Stolen or Destroyed Certificates
|
8
|
ARTICLE
5 - INDEMNIFICATION
|
8
|
|
ARTICLE
6 – AMENDMENTS
|
9
|
|
6.1
|
Approval
Required for Certain Amendments
|
9
|
6.2
|
By
Shareholders
|
9
|
6.3
|
By
Directors
|
9
|
6.4
|
Record
of Amendments
|
9
|
Amended
and Restated
By-Laws
of
WindTamer
Corporation
ARTICLE
1- MEETINGS OF SHAREHOLDERS
1.1 Annual
Meeting. The annual meeting of the shareholders of the Corporation shall be held
on such date and at such time as may be fixed by the Board of Directors and set
forth in the notice of the meeting, for the election of directors and for the
transaction of such business as may properly be brought before such
meeting.
1.2 Special
Meetings. Special meetings of the shareholders of the Corporation may be held at
any time in the interval between annual meetings. Special meetings may be called
by the President, or by request of a majority of the Board of Directors, which
written request shall state the purpose or purposes of the meeting and matters
proposed to be acted upon thereat. Except as may be otherwise provided under New
York law, Shareholders of the Corporation, acting in their capacity as such,
shall not have the right to call a special meeting of shareholders.
1.3 Place
of Meetings. Annual and special meetings of the shareholders of the Corporation
shall be held at the principal office of the Corporation or at such other place
within or without the State of New York as the Board of Directors may from time
to time determine.
1.4 Notice
of Meetings. Written or printed notice of the date, time and place of all
meetings of the shareholders shall be given personally, or by first class mail,
not less than ten (10) days nor more than sixty (60) days before the day fixed
for the meeting, to each shareholder entitled to vote at said meeting, and,
unless the meeting is an annual meeting, such notice must also state the purpose
or purposes for which the meeting is called and must indicate that it is being
issued by or at the direction of the person or persons calling the meeting,
provided, however, that such notice may be given by third class mail not less
than twenty-four (24) days nor more than sixty (60) days before the day fixed
for the meeting. Such notice must also be given to any shareholder who, by
reason of any action proposed at such meeting, would be entitled to have his
stock appraised, if such action were taken, and such notice must specify the
proposed action and state the fact that if the action is taken, the dissenting
shareholder shall have appraisal rights. Such notice shall be given to the
shareholder personally or by mailing it, postage prepaid and addressed to him at
his address as it appears on the books of the Corporation, unless he shall have
filed with the Secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which event it shall be
mailed to the address designated in such request. The notices, as provided for
in this Section, are not required to be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.
No notice
of an adjourned meeting of shareholders need be given, if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, unless the Board of Directors fixes a new record date for
the adjourned meeting.
1
1.5 Record
Dates. For the purposes of determining the shareholders entitled to notice of or
to vote at a shareholders' meeting or any adjournment thereof, the Board of
Directors may fix a date of record which shall not be more than sixty (60) days
nor less than ten (10) days before said meeting date. For the purpose of
determining shareholders entitled to express consent to or dissent from any
proposal without a meeting, or for determining shareholders entitled to receive
payment of a dividend or the allotment of any rights, or for any other action,
the Board of Directors may fix a date of record which shall not be more than
sixty (60) days prior to such action.
1.6 Quorum.
At all meetings of shareholders, except as otherwise provided by law, a quorum
shall exist if there is present in person or represented by proxy, shareholders
owning a majority in number of votes of the shares of the Corporation issued and
outstanding and entitled to vote thereat, in order to constitute a quorum; but
if there be no quorum, the holders of such shares so present or represented may
by majority vote adjourn the meeting from time to time, without notice other
than by announcement at the meeting, until a quorum shall attend. At any such
adjournment of the meeting, which a quorum shall attend, any business may be
transacted which might have been transacted at the meeting as originally called.
When a quorum is once present, it is not broken by the subsequent withdrawal of
any shareholder.
1.7 Voting.
At all meetings of the shareholders, each shareholder entitled to vote thereat
may vote in person or by proxy, and shall have one (1) vote for each share
standing in his name on the books of the Corporation as of the record date fixed
for the meeting, unless otherwise provided in the Certificate of Incorporation
or any amendments thereto. Upon demand of the shareholders holding ten percent
(10%) in interest of the shares, present in person or by proxy and entitled to
vote, voting shall be by ballot. A plurality of votes cast shall be sufficient
to elect directors, and a majority of votes cast in favor of or against such
action shall be sufficient to take any other corporate action, except as
otherwise provided by law or these By-Laws.
1.8 Proxies.
Every proxy shall be in writing, subscribed by the shareholder or his duly
authorized attorney and dated. No proxy which is dated more than eleven (11)
months before the meeting at which it is offered shall be accepted, unless such
proxy shall, on its face, name a longer period for which it is to remain in
force.
1.9 Conduct
of Meetings. Meetings of the shareholders shall be presided over by the
President of the Corporation or, in his absence, by the Chairman of the Board of
Directors, if any, or, in the absence of both of them, by a Chairman to be
chosen at the meeting. The Secretary of the Corporation shall act as Secretary
of the meeting, if present.
1.10 Action
Without a Meeting. Whenever Shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting, without prior
notice, and without a vote if a written consent, setting forth the action so
taken, shall be signed by the holders of outstanding shares 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.
2
1.11 List
of Shareholders at Meetings.
A list of
shareholders as of the record date, certified by the Secretary or by the
transfer agent of the corporation, shall be produced at any meeting of
shareholders upon the request there or prior to the meeting of any shareholder.
If the right to vote at any meeting is challenged, the inspectors of election or
person presiding there shall require such list of shareholders to be produced as
evidence of the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be shareholders entitled to vote may vote
at such meeting.
1.12 Inspectors
at Shareholders’ Meetings.
The Board, in
advance of any shareholders’ meeting, may appoint one or more inspectors to act
at the meeting or any adjournment of it and to perform such duties there as are
prescribed by law. If inspectors are not so appointed, the person presiding at a
shareholders’ meeting shall appoint one or more inspectors. In case any person
appointed fails to appear or act, the vacancy may be filled by appointment made
by the Board in advance of the meeting or at the meeting by the person presiding
at such. Each inspector, before entering upon the discharge of his/her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his/her
ability.
1.13 Manner
of Conducting Meetings. To the extent not in conflict with the
provisions of law relating thereto, the Certificate of Incorporation or any
amendment thereto, or these bylaws, meetings must be conducted pursuant to such
rules as may be adopted by the Chairman of the Board presiding at the
meeting.
1.14 Business
Brought before Meetings. At any annual meeting of shareholders, the
only business which may be conducted must have been brought before the meeting
(i) by or at the direction of the Chairman of the Board, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
Corporation who is entitled to vote with respect to the matter and who complies
with the notice procedures set forth in this Section 1.14. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
give timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation not less than
120 days nor more than 150 days prior to the first anniversary of the date of
the notice of annual meeting provided with respect to the previous year's annual
meeting of shareholders. A shareholder's notice to the Secretary must set forth
details of each matter the shareholder proposes to bring before the annual
meeting as follows: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on
the books of the Corporation, of the shareholder of the Corporation proposing
such business, (iii) the class and number of shares of the share of the
Corporation that are beneficially owned by the shareholder and (iv) any material
interest of the shareholder in such business.
3
1.15 Notice
of Nominations. Nominations for the election of directors may be made
only by the Chairman of the Board or upon timely notice given by any shareholder
entitled to vote for the election of directors. No person other than those
nominated pursuant to this Section 1.15 are eligible for election as a director.
For such a shareholder notice to be timely, the notice must be made in writing,
and physically received by the Secretary of the Corporation not earlier than the
150th day before nor later than the 120th day before the first anniversary of
the date of the Corporation's notice of annual meeting provided with respect to
the previous year's annual meeting of shareholders (except that, in the event
that the date of the annual meeting is more than thirty (30) calendar days
before or more than sixty (60) calendar days after such anniversary date, notice
by the shareholders to be timely must be so delivered not earlier than the close
of business on the 150th calendar day before such annual meeting and not later
than the close of business on the 120th calendar day before such annual meeting
or the 10th calendar day following the day on which public announcement of a
meeting date is first made by the Corporation). The shareholder notice must
contain the name and business address of the nominee. The notice must also
contain all the information set forth in clauses (ii) through (iv) of the last
sentence of Section 1.14 above.
ARTICLE 2
- BOARD OF DIRECTORS
2.1 Election
and Powers. The Board of Directors shall have the management and control of the
affairs and business of the Corporation. The directors shall be elected by the
shareholders at each annual meeting of shareholders and each director shall
serve until his successor is elected or appointed and qualified, unless his
directorship be theretofore vacated by resignation, death, removal or
otherwise.
2.2 Number.
The number of directors constituting the entire Board of Directors shall be such
number as shall be designated by resolution of the Board of Directors adopted
prior to the election of directors at the annual meeting of shareholders. In the
absence of such resolution the number of directors to be elected at such annual
meeting shall be the number last fixed by the Board of Directors. Any Board
action designating a change in the number of directors shall require a vote of a
majority of the entire Board. The "entire Board", as used in this Article, shall
mean the total number of directors which the Corporation would have if there
were no vacancies. No decrease in the number of directors shall
shorten the term of any incumbent director.
2.3 Vacancies.
Vacancies in the Board of Directors (including any resulting from an increase in
the number of directors) created for any reason, may be filled by vote of the
Board of Directors. If, however, the number of directors then in office is less
than a quorum, vacancies may be filled by a vote of a majority of the directors
then in office. A director elected by the Board of Directors to fill a vacancy
under this Section shall hold office until the next meeting of shareholders at
which the election of directors is in the regular order of business, and until
his successor has been duly elected or appointed and qualified.
2.4 Removal.
Directors may be removed only for cause upon the affirmative vote of in excess
of sixty-six and two thirds percent (66 ⅔%) of the issued and outstanding shares
entitled to vote thereon at the time of any such proposed removal.
2.5 Meetings.
Regular meetings of the Board of Directors shall be held at such times as the
Board of Directors may from time to time determine. Special meetings of the
Board of Directors shall be held at any time, upon call from the Chairman of the
Board, the President or at least one-third (1/3) of the directors.
4
2.6 Place
of Meetings. Regular and special meetings of the Board of Directors shall be
held at the principal office of the Corporation or at such other place, within
or without the State of New York, as the Board of Directors may from time to
time determine.
2.7 Notice
of Meeting. Notice of the place, date and time of every regular and special
meeting shall be given to each director by delivering the same to him personally
or sending the same to him by telegraph or leaving the same at his residence or
usual place of business, at least one (1) day before the meeting, or shall be
mailed to each director, postage prepaid and addressed to him at the last known
mailing address according to the records of the Corporation, at least three (3)
days before the meeting. No notice of any adjourned meeting of the Board of
Directors need to be given other than by announcement at the meeting, subject to
the provisions of Section 2.9.
2.8 Waiver
of Notice. Notice of a meeting need not be given to any director who submits a
signed written waiver thereof, whether before, during or after the meeting, nor
to any director who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to him.
2.9 Quorum.
A majority of the entire Board shall be necessary to constitute a quorum for the
transaction of business at each meeting of the Board of Directors.
2.10 Action
Without a Meeting. Any action required or permitted to be taken by the Board of
Directors or any committee thereof at a duly held meeting may be taken without a
meeting if all members of the Board of Directors or the committee consent in
writing to the adoption of a resolution authorizing the action. Such resolution
and the written consents thereto by the members of the Board of Directors or
committee shall be filed with the minutes of the proceedings of the Board of
Directors or the committee.
2.11 Personal
Attendance by Conference Communication Equipment. Any one or more members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at the meeting.
2.12 Compensation.
Directors shall receive such compensation for their services as may be fixed by
resolution of the Board of Directors. Nothing in this Section will be construed
to preclude a director from serving the Corporation in any other capacity and
from receiving compensation therefor.
2.13 Executive
Committee and Other Committees. The Board of Directors may, in its discretion,
by an affirmative vote of a majority of the entire Board, appoint an Executive
Committee, or any other committee, to consist of one (1) or more directors as
the Board of Directors may from time to time determine. The Executive Committee
shall have, and may exercise between meetings of the Board of Directors, all the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and other committees shall have those powers conferred upon
them by the Board of Directors, except that no committee shall have
power:
5
(a) To
submit to shareholders any action requiring shareholder approval;
(b) To
fill vacancies in the Board of Directors or in any committee
thereof;
(c) To
fix compensation of directors for service on the Board of Directors or any
committee thereof;
(d) To
repeal, amend or adopt by-laws;
(e) To
amend or repeal any Board resolution which is not, by its terms, amendable or
repealable by such committee;
In the
absence, or upon the disqualification, of any member of the Executive Committee
or of any other committee, the members thereof present at any meeting may
appoint a member of the Board of Directors previously designated by the Board of
Directors as a committee alternate to act in place of such absent or
disqualified member. The Board of Directors shall have the power at any time to
change the membership of any committee, to fill vacancies in it, or dissolve it.
The Executive Committee and any other committee may make rules for the conduct
of its business, and may appoint such committees and assistants as may from time
to time be necessary or appropriate, unless the Board of Directors shall provide
otherwise. A majority of the members of the Executive Committee and of any other
committee shall constitute a quorum.
ARTICLE 3
- OFFICERS
3.1 Election
of Officers. The Board of Directors (or the Executive Committee), at any duly
held meeting thereof, shall elect a President, a Secretary and a Treasurer of
the Corporation, and may elect a Chairman of the Board from among the directors
of the Corporation, one or more Vice Presidents and any other officers. Each
such officer shall serve at the pleasure of the Board of Directors or until his
successor shall have been duly elected or appointed and qualifies, or until he
shall have resigned, shall have deceased or shall have been removed in the
manner provided in Section 3.2. Any two or more offices may be held by the same
person. Any vacancies in the above offices shall be filled by the
Board.
3.2 Removal.
Any officers of the Corporation may be removed with or without cause by a vote
of the majority of the entire Board of Directors of the Corporation then in
office at a meeting called for that purpose whenever in its judgment the best
interests of the Corporation may be served thereby.
3.3 Compensation.
The Board of Directors shall fix the compensation of all officers of the
Corporation.
3.4 Chairman
of the Board. The Chairman of the Board, if there be one, shall preside at all
meetings of the Board of Directors and shall perform such other duties as the
Board of Directors may direct.
6
3.5 President.
The President shall be the Chief Executive Officer of the Corporation and shall,
subject to the direction of the Board of Directors (or the Executive Committee),
have the general management of the affairs of the Corporation. The President
shall preside at all meetings of the shareholders. If there be no Chairman of
the Board, or in his absence or inability to act, the President shall perform
all duties of the Chairman of the Board, subject, however, to the control of the
Board of Directors (or the Executive Committee).
3.6 Vice
Presidents. Any one or more of the Vice Presidents may be designated by the
Board of Directors (or the Executive Committee) as an Executive Vice President.
At the request of the President, or in his absence or during his disability, the
Executive Vice President shall perform the duties and exercise the functions of
the President. If there be no Executive Vice President, or if there be more than
one (1), the Board of Directors (or the Executive Committee) may determine which
one or more of the Vice Presidents shall perform any of such duties or exercise
any of such functions; if such determination is not made by the Board of
Directors (or the Executive Committee), the President may make such
determination; otherwise, any of the Vice Presidents may perform any of such
duties or exercise any of such functions. Each Vice President shall have such
other powers and duties as may be properly designated by the Board of Directors
(or the Executive Committee) and the President.
3.7 Secretary.
The Secretary shall keep full minutes of all meetings of the shareholders and of
the Board of Directors in books provided for that purpose. He shall see that all
notices are duly given in accordance with the provisions of these By-Laws or as
required by law. He shall be the custodian of the records and of the seal or
seals of the Corporation. He shall affix the corporate seal to all documents,
the execution of which on behalf of the Corporation, under the seal, is duly
authorized by the Board of Directors (or Executive Committee), and when so
affixed may attest the same. He shall have such other powers and duties as may
be properly designated by the Board of Directors (or the Executive Committee)
and the President.
3.8 Treasurer.
The Treasurer shall keep correct and complete books and records of account for
the Corporation. Subject to the control and supervision of the Board of
Directors (or the Executive Committee) and the President, or such other officer
as the President may designate, the Treasurer shall establish and execute
programs for the provision of the capital required by the Corporation, including
negotiating the procurement of capital and maintaining adequate sources for the
Corporation's current borrowing from lending institutions. He shall maintain
banking arrangements to receive, have custody of and disburse the Corporation's
moneys and securities. He shall invest the Corporation's funds as required,
establish and coordinate policies for investment of pension and other similar
trusts, and provide insurance coverage as required. He shall direct the granting
of credit and the collection of accounts due the Corporation. He shall have such
other powers and duties as may be properly designated by the Board of Directors
(or the Executive Committee) and the President.
7
ARTICLE 4
- SHARE CERTIFICATES
4.1 Form.
The interest of each shareholder of the Corporation shall be evidenced by
certificates for shares in such form not inconsistent with the law or the
Certificate of Incorporation, and any amendments thereof, as the Board of
Directors may from time to time prescribe, provided that the Board of Directors
may provide by resolution or resolutions that some or all of any or all classes
or series of its stock may be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation (or the transfer agent or registrar, as the case
may be). Notwithstanding the adoption of such a resolution, every holder of
stock represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate certifying the
number of shares owned by him or her in the Corporation.
4.2 Transfer
of Shares. The shares of the Corporation shall be transferred on the books of
the Corporation by the registered holder thereof, in person or by his attorney,
upon surrender for cancellation of certificates for the same number of shares,
if such shares are certificated, with a proper assignment and powers of transfer
endorsed thereon or attached thereto, duly signed by the person appearing by the
certificate to be the owner of the shares represented thereby, with such proof
of the authenticity of the signature as the Corporation, or its agents, may
reasonably require. Such certificate shall have affixed thereto all stock
transfer stamps required by law. Upon the receipt of proper transfer
instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be cancelled, 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. No transfer shall be made which would be inconsistent
with the provisions of Article 8 of the New York Uniform Commercial
Code. The Board of Directors shall have power and authority to make
all such other rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificated and uncertificated shares of
the Corporation.
4.3 Mutilated,
Lost, Stolen or Destroyed Certificates. The holder of any certificates
representing shares of the Corporation shall immediately notify the Corporation
of any mutilation, loss, theft or destruction thereof, and the Board of
Directors may, in its discretion, cause one or more new certificates, for the
same number of shares in aggregate, to be issued to such holder upon the
surrender of the mutilated certificate, or, in case of an alleged loss, theft or
destruction of the certificate, upon satisfactory proof of such loss, theft or
destruction and the deposit of indemnity, by way of bond or otherwise, in such
form and amount and with such sureties as the Board of Directors may require, to
indemnify the Corporation and transfer agent and registrar, if any, against loss
or liability by reason of the issuance of such new certificates; but the Board
of Directors may, in its discretion, refuse to issue such new certificates save
upon the order of some court having jurisdiction in such matters.
ARTICLE 5
- INDEMNIFICATION
The
Corporation shall indemnify (a) any person made or threatened to be made a party
to any action or proceeding by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, and (b) any
director or officer of the Corporation who served any other company in any
capacity at the request of the Corporation, in the manner and to the maximum
extent permitted by the Business Corporation Law of New York, as amended from
time to time; and the Corporation may, in the discretion of the Board of
Directors, indemnify all other corporate personnel to the extent permitted by
law.
8
ARTICLE 6
- AMENDMENTS
6.1 Approval
Required for Certain Amendments. The affirmative vote of in excess of
sixty-six and two thirds percent (66⅔%) of the issued and outstanding shares
entitled to vote thereon or the affirmative vote of a majority of the Board of
Directors shall be necessary to amend or repeal Sections 1.13, 1.14, 1.15, 2.2,
2.3, 2.4 or any provision of Article 5.
6.2 By
Shareholders. Except as otherwise required by the provisions of
Section 6.1 above, the certificate of incorporation or any amendments thereto
and subject to the right of the Board of Directors to amend or repeal bylaws as
provided in Section 6.3, these By-Laws may be repealed or amended at the annual
shareholders' meeting or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation.
6.3 By
Directors. Except as otherwise required by the provisions of Section
6.1 above, the certificate of incorporation and subject to the right of
shareholders to adopt, amend, or repeal bylaws as provided in Section 6.2, the
Board of Directors may adopt, amend or repeal any of these bylaws by the
affirmative vote of a majority of the directors present at any meeting of the
Board of Directors, or by unanimous written consent of all directors without a
meeting.
6.4 Record
of Amendments. Whenever an amendment or a new bylaw is adopted, it
shall be copied in the book of minutes with the original By-Laws, in the
appropriate place. If any bylaw is repealed, the fact of repeal, with the date
of the meeting at which the repeal was enacted, or written assent was filed,
shall be stated in the book of the minutes.
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