Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - RIDGEBURY TANKERS LTD | y85353a4sv1za.htm |
EX-21 - EX-21 - RIDGEBURY TANKERS LTD | y85353a4exv21.htm |
EX-8.1 - EX-8.1 - RIDGEBURY TANKERS LTD | y85353a4exv8w1.htm |
EX-4.2 - EX-4.2 - RIDGEBURY TANKERS LTD | y85353a4exv4w2.htm |
EX-5.1 - EX-5.1 - RIDGEBURY TANKERS LTD | y85353a4exv5w1.htm |
EX-4.1 - EX-4.1 - RIDGEBURY TANKERS LTD | y85353a4exv4w1.htm |
EX-23.3 - EX-23.3 - RIDGEBURY TANKERS LTD | y85353a4exv23w3.htm |
EX-23.6 - EX-23.6 - RIDGEBURY TANKERS LTD | y85353a4exv23w6.htm |
EX-23.4 - EX-23.4 - RIDGEBURY TANKERS LTD | y85353a4exv23w4.htm |
EX-23.7 - EX-23.7 - RIDGEBURY TANKERS LTD | y85353a4exv23w7.htm |
EX-23.2 - EX-23.2 - RIDGEBURY TANKERS LTD | y85353a4exv23w2.htm |
EX-23.5 - EX-23.5 - RIDGEBURY TANKERS LTD | y85353a4exv23w5.htm |
EX-10.10 - EX-10.10 - RIDGEBURY TANKERS LTD | y85353a4exv10w10.htm |
Exhibit 3.2
RIDGEBURY TANKERS LTD
(the Corporation)
(the Corporation)
SECOND AMENDED AND RESTATED BYLAWS
As Adopted May 3, 2010
ARTICLE I
OFFICES
The principal place of business of the Corporation shall be at such place or places as the
Directors shall from time to time determine. The Corporation may also have an office or offices at
such other places within or without the Marshall Islands as the Board of Directors (the Board)
may from time to time appoint or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting: The annual meeting of shareholders of the Corporation
shall be held on such day and at such time and place within or without the Marshall Islands as the
Board may determine for the purpose of electing Directors and transacting such other business as
may properly be brought before the meeting. The Chairman of the Board (the Chairman) or, in the
Chairmans absence, another person designated by the Board shall act as the Chairman of all annual
meetings of shareholders.
Section 2. Nature of Business at Annual Meetings of Shareholders: No business may be
transacted at an annual meeting of shareholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or
any duly authorized committee thereof); (b) otherwise properly brought before the annual meeting by
or at the direction of the Board (or any duly authorized committee thereof); or (c) otherwise
properly brought before the annual meeting by any shareholder of the Corporation (i) who is a
shareholder of record on the date of the giving of the notice provided for in Section 2 of this
Article II and has remained a shareholder of record through the record date for the determination
of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in Section 2 of this Article II.
In addition to any other applicable requirements, for business to be properly brought before
an annual meeting by a shareholder, such shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation (the Secretary).
To be timely, a shareholders notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not
less than sixty (60) days nor
more than ninety (90) days prior to the one-year anniversary of the immediately
preceding annual meeting of shareholders. In no event shall the public disclosure of any
adjournment of an annual meeting of the shareholders commence a new time period for the giving of
the shareholders notice described herein.
To be in proper written form, a shareholders notice to the Secretary must set forth as to
each matter such shareholder proposes to bring before the annual meeting (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 record address of such shareholder along with
such shareholders tax identification number, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by such shareholder,
(iv) a description of all arrangements or understandings between such shareholder and any other
person or persons (including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and (v) a representation
that such shareholder intends to
appear in person or by proxy at the annual meeting to bring such business before the meeting.
In addition,
notwithstanding anything in Section 2 of this Article II to the contrary, a
shareholder intending to nominate one or more persons for election as a Director at an annual
meeting must comply with Article III Section 3 of these Bylaws for such nomination or nominations
to be properly brought before such meeting.
No business shall be conducted at the annual meeting of shareholders except business brought
before the annual meeting in accordance with the procedures set forth in Section 2 of this Article
II; provided, however, that, once business has been properly brought before the annual meeting in
accordance with such procedures, nothing in Section 2 of this Article II shall be deemed to
preclude discussion by any shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in accordance with the
foregoing procedures, the Chairman of the meeting shall declare to the meeting that the business
was not properly brought before the meeting and such business shall not be transacted.
Section 3. Special Meeting: Special meetings of shareholders, unless otherwise
prescribed by law, may be called for any purpose or purposes at any time by the Chairman, a
majority of the Board, a majority of the shares then outstanding and eligible to vote, or any
officer of the Corporation who is also a Director. No other person or persons are permitted to call
a special meeting, unless otherwise prescribed by law. Such meetings shall be held at such place
and on a date and at such time as may be designated in the notice thereof by the officer of the
Corporation designated by the Board to deliver the notice of such meeting. The business transacted
at any special meeting shall be limited to the purposes stated in the notice.
Section 4. Notice of Meetings: Notice of every annual and special meeting of
shareholders, other than any meeting the giving of notice of which is otherwise prescribed by law,
stating the date, time, place and purpose thereof, and in the case of special meetings, the name of
the person or persons at whose direction the notice is being issued, shall be given personally or
sent by mail, telefax, telegraph, cablegram, telex, or teleprinter at least fifteen (15) but not
more than sixty (60) days before such meeting, to each shareholder of record entitled to vote
thereat and to each shareholder of record who, by reason of any action proposed at such meeting
would be entitled to have his shares appraised if such action were taken, and the notice shall
include a statement of that purpose and to that effect. If mailed, notice shall be deemed to have
been given when deposited in the mail, directed to the shareholder at his address as the same
appears on the record of shareholders of the Corporation or at such address as to which the
shareholder has given notice to the Secretary. Notice of a meeting need not be given to any
shareholder who submits a signed waiver of notice, whether before or after the meeting, or who
attends the meeting without protesting prior to the conclusion thereof the lack of notice to him.
Section 5. Adjournments: Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting. If the meeting is adjourned for lack of
quorum, notice of the new meeting shall be given to each shareholder of record entitled to vote at
the meeting. If after an adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record on the new record date
entitled to notice in Section 4 of this Article II.
Section 6. Quorum: At all meetings of shareholders for the transaction of business,
the number of shares of capital stock issued and outstanding and entitled to vote thereat, present
either in person or represented by proxy, which is provided in the Articles of Incorporation or, if
not in the Articles of Incorporation, by statute, shall be requisite and shall constitute a quorum.
Section 7. Voting: If a quorum is present, and except as otherwise expressly
provided by law, the Corporations Articles of Incorporation then in effect or these Bylaws, the
affirmative vote of a majority of the votes cast by holders of shares of stock represented at the
meeting shall be the act of the shareholders. At any meeting of shareholders each shareholder
entitled to vote any shares on any matter to be voted upon as such meeting shall be entitled to one
vote on such matter for each such share, and may exercise such voting right either in person or by
proxy. Any action required to be permitted to be taken at a meeting, may be taken without a
meeting if a consent in
writing, setting forth the action so taken, is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
Section 8. Fixing of Record Date: The Board may fix a time not more than sixty (60)
nor less than fifteen (15) days prior to the date of any meeting of shareholders, or more than
sixty (60) days prior to the last day on which the consent or dissent of shareholders may be
expressed for any purpose without a meeting, as the time as of which shareholders entitled to
notice of and to vote at such a meeting or whose consent or dissent is required or may be expressed
for any purpose, as the case may be, shall be determined, and all persons who were holders of
record of voting shares at such time and no others shall be entitled to notice of and to vote at
such meeting or to express their consent or dissent, as the case may be. The Board may fix a time
not exceeding sixty days preceding the date fixed for the payment of any dividend, the making of
any distribution, the allotment of any rights or the taking of any other action, as a record time
for the determination of the shareholders entitled to receive any such dividend, distribution, or
allotment or for the purpose of such other action.
ARTICLE III
DIRECTORS
Section 1. Number: The affairs, business and property of the Corporation shall be
managed by its Board. The number of Directors is determined according to the Articles of
Incorporation. The Directors need not be residents of the Marshall Islands nor shareholders of the
Corporation. Corporations may, to the extent permitted by law, be elected Directors.
Section 2. How Elected: The Board shall be elected as specified in the Articles of
Incorporation.
Section 3. Nomination of Directors: Only persons who are nominated in accordance with
the following procedures shall be eligible for election as Directors of the Corporation, except as
may be otherwise provided in the Articles of Incorporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board may be made at any annual meeting
of shareholders (a) by or at the direction of the Board (or any duly authorized committee thereof)
or (b) by any shareholder of the Corporation (i) who is a shareholder of record on the date of the
giving of the notice provided for in Section 3 of this Article III and on the record date for the
determination of shareholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in Section 3 of this Article III.
In addition to any other applicable requirements, for a nomination to be made by a
shareholder, such shareholder must have given timely notice thereof in proper written form to the
Secretary.
To be timely, a shareholders notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation not
less than sixty (60) days nor
more than ninety (90) days prior to the one-year anniversary date of the immediately
preceding annual meeting of shareholders.
To be in proper written form, a shareholders notice to the Secretary must set forth: (a) as to
each person whom the shareholder proposes to nominate for election as a Director (i) the name, age,
business address and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of Directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and
regulations promulgated thereunder applicable to issuers that are not foreign private issuers and
(b) as to the shareholder giving the notice (i) the name and record address of such shareholder
along with such shareholders tax identification number, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially and of record by such
shareholder, (iii) a description of all arrangements or understandings between such shareholder and
each proposed nominee and any other person and persons (including their names) pursuant to which
the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder
intends to
appear in person or by proxy at the meeting to nominate the person or persons named in its
notice and (v) any other information relating to such shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of Directors of companies other than foreign private issuers
pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder.
Such notice must be accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a Director if elected.
No person shall be eligible for election as a Director of the Corporation unless nominated in
accordance with the procedures set forth in Section 3 of this Article III. If the Chairman of the
meeting determines that a nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law, the Articles of
Incorporation or these Bylaws), the vote of not less than two-thirds of the entire Board shall be
required to amend, alter, change or repeal this Article III Section 3.
Section 4. Removal: Removal of Directors is governed by Articles of Incorporation Section I. |
No proposal by a shareholder to remove a Director shall be voted upon at a meeting of the
shareholders unless such shareholder has given timely notice thereof in proper written form to the
Secretary. To be timely, a shareholders notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than one hundred and
fifty (150) days nor more than one hundred eighty (180) days prior to the one-year anniversary date
of the immediately preceding annual meeting of the shareholders. To be in proper written form, a
shareholders notice must set forth: (a) a statement of the grounds, if any, on which such Director
is proposed to be removed, (b) evidence reasonably satisfactory to the Secretary of such
shareholders status as such and of the number of shares of each class of capital stock of the
Corporation beneficially owned by such shareholder, and (c) a list of the names and addresses of
other shareholders of the Corporation, if any, with whom such shareholder is acting in concert, and
the number of shares of each class of capital stock of the Corporation beneficially owned by each
such shareholder.
No shareholder proposal to remove a Director shall be voted upon at an annual meeting of the
shareholders unless proposed in accordance with the procedures set forth in Section 4 of this
Article III. If the Chairman of the meeting determines, based on the facts, that a shareholder
proposal to remove a Director was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that a proposal to remove a Director of the Corporation was
not made in accordance with the procedures prescribed by these Bylaws, and such defective proposal
shall be disregarded.
Section 5. Vacancies: Any vacancies in the Board shall be governed by the Articles of Incorporation. |
Section 6. Regular Meetings: Regular meetings of the Board may be held at such time
and place as may be determined by resolution of the Board and no notice shall be required for any
regular meeting. Except as otherwise provided by law, any business may be transacted at any
regular meeting.
Section 7. Special Meetings: Special meetings of the Board may, unless otherwise
prescribed by law, be called from time to time by the Chairman, a majority of the Board, or any
officer of the Corporation who is also a Director. The Chief Executive Officer or the Secretary
shall call a special meeting of the Board upon written request directed to either of them by any
two Directors stating the time, place, and purpose of such special meeting. Special meetings of
the Board shall be held on a date and at such time and at such place as may be designated in the
notice thereof by the officer calling the meeting.
Section 8. Notice of Special Meetings: Notice of the date, time and place of each
special meeting of the Board shall be given to each Director at least forty-eight (48) hours prior
to such meeting, unless the notice is given orally or delivered in person, in which case it shall
be given at least twenty-four (24) hours prior to such meeting. For the purpose of this section,
notice shall be deemed to be duly given to a Director if given to him personally
(including by telephone) or if such notice be delivered to such Director by mail, telegraph,
telefax, cablegram, telex, or teleprinter to his last known address. Notice of a meeting need not
be given to any Director who submits a signed waiver of notice, whether before or after the meeting
or who attends the meeting without protesting, prior to the conclusion thereof, the lack of notice
to him.
Section 9. Quorum: A majority of the Directors at the time in office, present in
person or by proxy or by conference telephone, shall constitute a quorum for the transaction of
business.
Section 10. Interested Directors. No contract or transaction between the Corporation
and one or more of its Directors or officers, or between the Corporation and any other corporation,
partnership, association or other organization in which one or more of its Directors or officers
are directors or officers, or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or solely because his
or her or their votes are counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or are known to the
Board or the committee and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested Directors, or, if the votes
of the disinterested Directors are insufficient to constitute an act of the Board as defined in
Section 55 of the BCA, by unanimous vote of the disinterested Directors; or (ii) the material facts
as to his relationship or interest and as to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the shareholders; or
(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the shareholders. Common or interested
Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a
committee which authorizes the contract or transaction.
Section 11. Voting: The vote of the majority of the Directors, present in person, by
proxy, or by conference telephone, at a meeting at which a quorum is present shall be the act of
the Directors. Any action required or permitted to be taken at a meeting may be taken without a
meeting if all members of the Board consent thereto in writing.
Section 12. Compensation of Directors and Members of Committees: The Board may from
time to time, in its discretion, fix the amounts which shall be payable to members of the Board and
to members of any committee, for attendance at the meetings of the Board or of such committee and
for services rendered to the Corporation.
ARTICLE IV
COMMITTEES
The Board may, by resolution or resolutions passed by a majority of the entire Board,
designate from among its members an executive committee to consist of one or more of the Directors
of the Corporation, which, to the extent provided in said resolution or resolutions, or in these
Bylaws, shall have and may exercise, to the extent permitted by law, the powers of the Board in the
management of the business and affairs of the Corporation, and may have power to authorize the seal
of the Corporation to be affixed to all papers which may require it, provided, however, that no
committee shall have the power or authority to (i) fill a vacancy in the Board or in a committee
thereof, (ii) amend or repeal any Bylaw or adopt any new Bylaw, (iii) amend or repeal any
resolution of the entire Board, (iv) increase the number of Directors on the Board, or (v) remove
any Director. In addition, the Board may, by resolution or resolutions passed by a majority of the
entire Board designate from among its members other committees to consist of one or more of the
Directors of the Corporation, each of which shall perform such function and have such authority and
powers as shall be delegated to it by said resolutions or as provided for in these Bylaws, except
that only the executive committee may have and exercise the powers of the Board. Members of the
executive committee and any other committee shall hold office for such period as may be prescribed
by the vote of a majority of the entire Board. Vacancies in membership of such committees shall be
filled by vote of the Board. Committees may adopt their own rules of procedure and may meet at
stated times or on such notice as they may determine. Each committee shall keep a record of its
proceedings and report the same to the Board when requested.
ARTICLE V
OFFICERS
Section 1. Number of Designation: The Board shall appoint a Chief Executive Officer,
Secretary and Treasurer and such other officers with such duties as it may deem necessary.
Officers may be of any nationality, need not be residents of the Marshall Islands and may be, but
are not required to be, Directors. Officers of the
Corporation shall be natural persons except the
Secretary may be a corporate entity. Any two or more offices may be held by the same natural
person.
The salaries of the officers and any other compensation paid to them shall be fixed from time to
time by the Board. The Board may at any meeting appoint additional officers. Each officer shall
hold office until his successor shall have been duly appointed and qualified, except in the event
of the earlier termination of his term of office, through death, resignation, removal or otherwise.
Any officer may be removed by the Board at any time with or without cause. Any vacancy in an
office may be filled for the unexpired portion of the term of such office by the Board at any
regular or special meeting.
Section 2. Chief Executive Officer: The Chief Executive Officer shall have general
management of the affairs of the Corporation together with the powers and duties usually incident
to the office of Chief Executive Officer, except as specifically limited by appropriate written
resolution of the Board and shall have such other powers and perform such other duties as may be
assigned to him by the Board. The Chief Executive Officer shall preside at all meetings of
shareholders at which he is present and, if he is a Director, at all meetings of the Directors.
Section 3. Treasurer: The Chief Financial Officer shall be the Treasurer of the
Corporation and shall have general supervision over the care and custody of the funds, securities,
and other valuable effects of the Corporation and shall deposit the same or cause the same to be
deposited in the name of the Corporation in such depositories as the Board may designate, shall
disburse the funds of the Corporation as may be ordered by the Board, shall have supervision over
the accounts of all receipts and disbursements of the Corporation, shall, whenever required by the
Board, render or cause to be rendered financial statements of the Corporation, shall have the power
and perform the duties usually incident to the office of Treasurer, and shall have such powers and
perform such other duties as may be assigned to him by the Board or the Chief Executive Officer.
Section 4. Secretary: The Secretary shall act as Secretary of all meetings of the
shareholders and of the Board at which he is present, shall have supervision over the giving and
serving of notices of the Corporation, shall be the custodian of the corporate records and of the
corporate seal of the Corporation, shall be empowered to affix the corporate seal to those
documents, the execution of which, on behalf of the Corporation under its seal, is duly authorized
and when so affixed may attest the same, and shall exercise the powers and perform such other
duties as may be assigned to him by the Board or the Chief Executive Officer. If the Secretary is
a corporation, the duties of the Secretary may be carried out by any authorized representative of
such corporation.
Section 5. Other Officers: Officers other than those treated in Sections 2 through 4
of this Article shall exercise such powers and perform such duties as may be assigned to them by
the Board or the Chief Executive Officer.
Section 6. Bond: The Board shall have power to the extent permitted by law, to
require any officer, agent or employee of the Corporation to give bond for the faithful discharge
of his duties in such form and with such surety or sureties as the Board may deem advisable.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. Form and Issuance: The shares of the Corporation shall be represented by
certificates in a form meeting the requirements of law and approved by the Board. Certificates
shall be signed by (i) the Chairman, Chief
Executive Officer, President or a Vice President and by (ii) the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer. These signatures may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employees. Shares may also be represented in uncertificated form, and,
specifically, the Corporation may issue shares to be represented in any manner permitted or
required by the rules of the stock exchange on which the Corporation may be listed.
Section 2. Transfer: The Board shall have power and authority to make such rules and
regulations as they may deem expedient concerning the issuance, registration and transfer of shares
of the Corporations stock, and may appoint transfer agents and registrars thereof.
Section 3. Loss of Stock Certificates: The Board may direct a new certificate or
certificates of stock to be issued in place of any certificate or certificates theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same in such manner as
it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE VII
DIVIDENDS
Dividends may be declared in conformity with law by, and at the discretion of, the Board at
any regular or special meeting. Dividends may be declared and paid in cash, stock, or other
property of the Corporation.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification. Any person who is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a director or officer of
another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified
by the Corporation upon the same terms, under the same conditions, and to the same extent as
authorized by Section 60 of the BCA, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The Corporation shall have the power to pay in advance expenses a director or
officer incurred while defending a civil or criminal proceeding, provided that the director or
officer will repay the amount if it shall ultimately be determined that he or she is not entitled
to indemnification under this section. Any repeal or modification of this Article VIII shall not
adversely affect any rights to indemnification and to the advancement of expenses of a Director or
officer of the Corporation existing at the time of such repeal or modification with respect to any
acts or omissions occurring prior to such repeal or modification.
Section 2. Insurance. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the Corporation or is or
was serving at the request of the Corporation as a director or officer against any liability
asserted against such person and incurred by such person in such capacity whether or not the
Corporation would have the power to indemnify such person against such liability by law or under
the provisions of these Bylaws.
ARTICLE IX
CORPORATE SEAL
The seal of the Corporation, if any, shall be circular in form, with the name of the
Corporation in the circumference and such other appropriate legend as the Board may from time to
time determine.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be such period of twelve consecutive months as the
Board may by resolution designate.
ARTICLE XI
AMENDMENTS
The Board of the Corporation are expressly authorized to make, alter or repeal these Bylaws of
the Corporation by a vote of not less than a majority of the entire Board, unless otherwise
provided in these Bylaws.