Attached files
| file | filename |
|---|---|
| 10-K - Limoneira CO | v209038_10k.htm |
| EX-31.1 - Limoneira CO | v209038_ex31-1.htm |
| EX-32.1 - Limoneira CO | v209038_ex32-1.htm |
| EX-31.2 - Limoneira CO | v209038_ex31-2.htm |
| EX-32.2 - Limoneira CO | v209038_ex32-2.htm |
| EX-10.16 - Limoneira CO | v209038_ex10-16.htm |
AMENDED
AND RESTATED BYLAWS
OF
LIMONEIRA
COMPANY
(a
Delaware Corporation)
ARTICLE
I
OFFICES
|
1.1
|
REGISTERED
OFFICE.
|
The
registered office of Limoneira Company (the “Corporation”) shall be maintained
at c/o The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware.
|
1.2
|
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
|
2.1
|
ANNUAL
MEETINGS.
|
The
annual meeting of the stockholders shall be held on the fourth Tuesday of March
of each year at the hour of 10:00 a.m. (local time at the place where the
meeting is to be held), except that if in any year such day should be a legal
holiday, then the meeting shall be held at the same time and place on the next
day thereafter ensuing that is not a Sunday or legal holiday. If for
any reason the annual meeting shall not be held on the date specified, it may be
held at such other time, within thirty (30) days after the date set forth in
this Section 2.1 as the board of directors may designate. At each
annual meeting, directors shall be elected and any other business as may
properly come before the meeting may be transacted. There shall be no
other regular meetings of the stockholders.
Nominations
of persons for election to the board of directors of the Corporation and the
proposal of business other than nominations to be considered by the stockholders
may be made at an annual meeting of stockholders only (A) pursuant to the
Corporation's notice of meeting (or any supplement thereto), (B) by or at the
direction of the board of directors (or any committee thereof) or (C) by any
stockholder of the Corporation who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.1.
In
addition to any other applicable requirements, for nominations or other business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation. To be timely, the stockholder’s notice must be
delivered by a nationally recognized courier service or mailed by first class
United States mail, postage or delivery charges prepaid, and received at the
principal executive offices of the Corporation addressed to the attention of the
secretary not earlier than the November 15 immediately preceding such annual
meeting nor later than the close of business on the ninetieth (90th) day
immediately preceding the scheduled date of such annual meeting. A
stockholder’s notice to the secretary shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or re-election as a director
(a) all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to and in accordance with Regulation
14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(b) such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected, and (c) such other information
as the Corporation may reasonably require to determine the eligibility of such
proposed nominee to serve as a director of the Corporation, including
information relevant to a determination whether such proposed nominee can be
considered an independent director, (ii) as to each other matter the stockholder
proposes to bring before the annual meeting (a) a brief description of such
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting and (b) any material interest of
the stockholder in such business, and (iii) as to the stockholder giving the
notice (a) the name and record address of the stockholder and (b) the class,
series and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The immediately preceding
sentence shall be the exclusive means for a stockholder to make nominations or
other business proposals (other than matters properly brought under Rule 14a-8
under the Exchange Act and included in the Corporation’s notice of meeting)
before an annual meeting of stockholders.
Notwithstanding
anything in these Amended and Restated Bylaws of the Corporation (these
“Bylaws”) to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this Section
2.1. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the annual meeting that
business was not properly brought before the annual meeting in accordance with
the provisions of this Section 2.1, and, if such officer should so determine,
such officer shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.
|
2.2
|
NOTICE
OF ANNUAL MEETINGS.
|
It shall
be the duty of the secretary to cause written notice of each annual meeting,
stating the place, day and hour thereof, to be given, not less than ten (10)
days nor more than sixty (60) days next preceding the date of such meeting, to
each stockholder entitled to vote. Such notice may be given
personally, by mail or by electronic transmission in accordance with Section 232
of the General Corporation Law of the State of Delaware. If mailed,
such notice shall be deemed given when deposited in the United States mail,
postage prepaid, directed to each stockholder at such stockholder’s address
appearing on the books of the Corporation or given by the stockholder for such
purpose. Notice by electronic transmission shall be deemed given as
provide in Section 232 of the General Corporation Law of the State of
Delaware. An affidavit of the mailing or other means of giving any
notice of any annual meeting of stockholders, executed by the Corporation’s
secretary, assistant secretary or any transfer agent of the Corporation giving
the notice, shall be prima facie evidence of the giving of such notice or
report. Notice shall be deemed to have been given to all stockholders
of record who share an address if notice is given in accordance with the
“householding” rules set forth in Rule 14a-3 (e) under the Exchange Act, and
Section 233 of the General Corporation Law of the State of
Delaware. Except as otherwise provided by a resolution or resolutions
of the board of directors creating any series of Preferred Stock (including the
Corporation’s $8.75 Voting Preferred Stock, $100.00 Par Value, Series B) or by
the laws of the State of Delaware, the holders of shares of the Common Stock
issued and outstanding shall have and possess the exclusive right to notice of
stockholders’ meetings and exclusive power to vote. Any business may
be transacted at such meeting, whether or not it be mentioned in the notice;
provided that the general nature of the business must be stated in the notice,
in order to take action at an annual meeting.
|
2.3
|
SPECIAL
MEETINGS.
|
Special
meetings of the stockholders of the Corporation for any purpose or purposes
whatsoever may be called at any time by the board of directors, by a committee
of the board of directors which has been duly designated by the board of
directors and whose powers and authority, as provided in a resolution of the
board of directors or in these Bylaws, include the power to call such meetings
or by one or more stockholders holding shares that in the aggregate are entitled
to cast ten percent (10%) of the votes at that meeting, but such special
meetings may not be called by any other person or persons; provided, however,
that if and to the extent that any special meeting of stockholders may be called
by any other person or persons specified in any certificate filed under Section
151(g) of the General Corporation Law of the State of Delaware (or its successor
statute as in effect from time to time), then such special meeting may also be
called by the person or persons, in the manner, at the times, and for the
purposes so specified. Every such call shall be in writing and shall
state the purpose or purposes of the meeting.
If a
special meeting is called by anyone other than the board of directors, the
person or person calling the meeting shall make a request in writing, delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission, to the chairman of the board or the president, vice president, or
secretary, specifying the time and date of the meeting (which is not less than
90 nor more than 120 days after receipt of the request) and the general nature
of the business proposed to be transacted. Within 60 days after
receipt, the officer receiving the request shall cause notice to be given to the
stockholders entitled to vote, in accordance with Section 2.4, stating that a
meeting will be held at the time requested by the person(s) calling the meeting,
and stating the general nature of the business proposed to be
transacted. If notice is not given within 60 days after receipt of
the request, the person or persons requesting the meeting may give the notice.
Nothing contained in this paragraph shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the board
may be held.
Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's notice of
meeting. To be timely, the stockholder’s notice must be delivered by
a nationally recognized courier service or mailed by first class United States
mail, postage or delivery charges prepaid, and received at the principal
executive offices of the Corporation addressed to the attention of the secretary
not earlier than the close of business on the one hundred twentieth (120th) day
prior to such special meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such special meeting or the tenth
(10th) day following the day on which public announcement (as defined below) is
first made of the date of the special meeting and, if applicable, of the
nominees proposed by the board of directors to be elected at such
meeting. Such notice of a stockholder to the secretary shall set
forth: (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director (a) all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in each case
pursuant to and in accordance with Regulation 14A under the Exchange Act, (b)
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected, and (c) such other information as the
Corporation may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation, including information
relevant to a determination whether such proposed nominee can be considered an
independent director, and (ii) as to the stockholder giving the notice (a) the
name and record address of the stockholder and (b) the class, series and number
of shares of capital stock of the Corporation which are beneficially owned by
the stockholder. The immediately preceding sentence shall be the
exclusive means for a stockholder to make nominations or other business
proposals (other than matters properly brought under Rule 14a-8 under the
Exchange Act included in the Corporation’s notice of meeting) before a special
meeting of stockholders.
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2.4
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NOTICE
OF SPECIAL MEETINGS.
|
Written
notice of each special meeting of stockholders, stating the place, day and hour
thereof, and the general nature of the business to be transacted, shall be given
by the secretary or other person authorized or required by law to give such
notice, not less than ten (10) days nor more than sixty (60) days next preceding
the date of such meeting, to each stockholder entitled to vote. Such
notice may be given personally, by mail or by electronic transmission in
accordance with Section 232 of the General Corporation Law of the Sate of
Delaware. If mailed, such notice shall be deemed given when deposited
in the United States mail, postage prepaid, directed to each stockholder at such
stockholder’s address appearing on the books of the Corporation or given by the
stockholder for such purpose. Notice by electronic transmission shall
be deemed given as provide in Section 232 of the General Corporation Law of the
Sate of Delaware. An affidavit of the mailing or other means of
giving any notice of any special meeting of stockholders, executed by the
Corporation’s secretary, assistant secretary or any transfer agent of the
Corporation giving the notice, shall be prima facie evidence of the giving of
such notice or report. Notice shall be deemed to have been given to all
stockholders of record who share an address if notice is given in accordance
with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act,
and Section 233 of the General Corporation Law of the State of
Delaware. Except as otherwise provided by a resolution or
resolutions of the board of directors creating any series of Preferred Stock or
by the laws of the State of Delaware, the holders of shares of the Common Stock
issued and outstanding shall have and possess the exclusive right to notice of
special meetings of stockholders and exclusive power to vote
thereat.
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2.5
|
ADJOURNED
MEETINGS AND NOTICE THEREOF.
|
Any
stockholders’ meeting, whether a quorum is or is not present thereat, may be
adjourned from time to time by the vote of a majority of the shares, the holders
of which are either present in person or represented by proxy at the meeting,
but no other business may be transacted at the meeting in the absence of a
quorum except as provided in Section 2.6 of this Article II. When any
annual or special meeting of the stockholders is adjourned for thirty (30) days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Except as hereinbefore stated, it shall not be
necessary to give any notice of the time or place of the adjourned meeting or of
the business to be transacted thereat, other than by announcement at the meeting
at which the adjournment is taken.
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2.6
|
QUORUM.
|
The
presence in person or by proxy of the persons entitled to vote a majority of the
voting shares at any meting of the stockholders shall, except as otherwise
provided by law, constitute a quorum for the transaction of
business. The stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
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2.7
|
PLACE
OF STOCKHOLDERS’ MEETINGS.
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Meetings
of the stockholders shall be held at such place, within or without the State of
Delaware, as shall be designated from time to time by the board of directors
pursuant to the authority hereinafter granted to said board and stated in the
notice of the meeting or in a duly executed waiver of notice
thereof. In the absence of any such designation, such meetings shall
be held at the principal office of the Corporation.
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2.8
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CONSENT
TO MEETINGS.
|
No action
which is required to be taken at any annual or special meeting of stockholders
of the Corporation or which may be taken at any annual or special meeting of the
stockholders may be taken without conducting a meeting; and no consent in
writing to any such action of the stockholders shall be valid.
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2.9
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PROXIES.
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Every
person entitled to vote or execute consents may do so either in person or by one
or more agents authorized by a written proxy executed by the person or his duly
authorized agent and filed with the secretary of the Corporation, but no proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.
A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only so long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation generally.
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2.10
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RECORD
DATE AND CLOSING STOCK BOOKS.
|
The board
of directors may fix a time, in the future, not more than sixty (60) nor less
than ten (10) days prior to the date of any meeting of stockholders, or the date
fixed for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go into
effect, or the date fixed to express consent to corporate action in writing
without a meeting, as a record date for the determination of the stockholders
entitled to receive any such dividend or distribution, or any such allotment or
rights, or to exercise the rights in respect to any such change, conversion, or
exchange of shares, or to express consent to corporate action without a meeting,
and in such case only stockholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting or to receive such dividend,
distribution or allotment of rights, or to exercise such rights, or to express
consent to corporate action without a meeting, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date fixed as aforesaid. The board of directors may close
the books of the Corporation against transfer of shares during the whole, or any
part, of any such period. If no record date is fixed, as hereinbefore
provided in this Section 2.10, then the record date shall be as provided in
Section 213(a) of the General Corporation Law of the State of
Delaware.
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2.11
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VOTING.
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At all
meetings of the stockholders of the Corporation, the holders of shares of the
Common Stock shall be entitled to one vote for each share of Common Stock held
by them. Except as otherwise provided by a resolution or resolutions
of the board of directors creating any series of Preferred Stock or by the laws
of the State of Delaware, the holders of shares of the Common Stock issued and
outstanding shall have and possess the exclusive right to notice of
stockholders’ meetings and exclusive power to vote. The holders of
shares of the Preferred Stock issued and outstanding shall, in no event, be
entitled to more than one vote for each share of Preferred Stock held by them
unless otherwise required by law.
Each
person entitled to vote at any meeting of stockholders shall be entitled one
vote for each share. The board of directors, in its discretion, or
the officer of the Corporation presiding at a meeting of stockholders, in his or
her discretion, may require that any votes cast at such meeting shall be cast by
written ballot.
At all
elections or directors of the Corporation, a holder of any class or series of
stock then entitled to vote in such election shall be entitled to one vote for
each share. Each stockholder may cast all of such votes for a single
nominee for director or may distribute them among the number to be voted for, or
for any two or more of them as he or she may see fit.
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2.12
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NO
ACTION WITHOUT A MEETING.
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No action
may be taken by the stockholders except at an annual or special meeting of
stockholders. No action may be taken by stockholders by written
consent.
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2.13
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INSPECTORS
OF ELECTION.
|
The
Corporation shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his
ability. The inspector shall: (1) decide upon the qualifications of
voters; (2) ascertain the number of shares outstanding and the voting power of
each; (3) determine the shares represented at a meeting and the validity of the
proxies of ballots; (4) count all votes and ballots; (5) declare the results;
(6) determine and retain for a reasonable period a record of the disposition of
any challenges made to any determination by the inspectors; and (7) certify
their determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The inspectors shall perform their
duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. Any report or certificate made by the
inspectors of election shall be prima facie evidence of the facts stated
therein.
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2.14
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MEETINGS
BY REMOTE COMMUNICATIONS.
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The board of directors may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication in
accordance with Section 211(a)(2) of the General Corporation Law of the State of
Delaware. If authorized by the board of directors in its sole
discretion, and subject to such guidelines and procedures as the board of
directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication (a) participate in
a meeting of stockholders and (b) be deemed present in person and vote at a
meeting of stockholders whether such meeting is to be held at a designated place
or solely by means of remote communication, provided that (i) the Corporation
shall implement reasonable measures to verify that each person deemed present
and permitted to vote at the meeting by means of remote communication is a
stockholder or proxyholder; (ii) the Corporation shall implement reasonable
measures to provide such stockholders and proxyholders a reasonable opportunity
to participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings; and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Corporation.
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2.15
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OTHER
PROVISIONS.
|
For
purposes of Section 2.3 hereof, a “public announcement” shall mean disclosure in
a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
Notwithstanding
the provisions of these Bylaws, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in these Bylaws; provided,
however, that any references in these Bylaws to the Exchange Act or the rules
promulgated thereunder are not intended to and shall not limit the requirements
applicable to nominations or proposals as to any other business to be considered
pursuant to Sections 2.1 or 2.3 of these Bylaws.
Nothing
in these Bylaws shall be deemed to affect any rights (i) of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act, or (ii) the holders of any series of
Preferred Stock (including the Corporation’s $8.75 Voting Preferred Stock, $100
Par Value, Series B) if and to the extent provided for under law, the
Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8
under the Exchange Act, nothing in these Bylaws shall be construed to permit any
stockholder, or give any stockholder the right, to include or have disseminated
or described in the Corporation’s proxy statement any nomination of director or
directors or any other business proposal.
ARTICLE
III
BOARD OF
DIRECTORS
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3.1
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POWERS.
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The
business of the Corporation 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 or by the certificate of
incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders. Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared that the
directors shall have the following powers, to wit:
First: To
select and remove all the other officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the certificate of incorporation or these Bylaws,
fix their compensation and require from them security for faithful
service.
Second: To
conduct, manage and control the affairs and business of the Corporation, and to
make such rules and regulations therefore not inconsistent with law, with the
certificate of incorporation, or these Bylaws, as they may deem
best.
Third: To
change the principal office for the transaction of the business of the
Corporation from one location to another within the same county as provided in
Section 6.1 hereof; to fix and locate from time t o time one or more subsidiary
offices of the Corporation within or without the State of California, as
provided in Section 6.2 hereof; to designate any place within or without the
State of California for the holding of any stockholders’ meeting or meetings;
and to adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificates shall at all times comply with the
provisions of law.
Fourth: To
authorize the issuance of shares of stock of the Corporation form time to time,
upon such terms as may be lawful, in consideration of money paid, labor done or
services actually rendered, debts or securities cancelled, or tangible or
intangible property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated
capital.
Fifth: To
borrow money and incur indebtedness for the purposes of the Corporation, and to
cause to be executed and delivered therefore, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or
other evidences of debt and securities therefore.
Sixth: To
do or cause to be done any and all other acts or things that the board of
directors is or shall be authorized or permitted to do or cause to be done,
under or pursuant to the certificate of incorporation, these Bylaws or
applicable state, federal or other laws.
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3.2
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EXACT
NUMBER OF DIRECTORS.
|
The exact
number of directors of the Corporation shall be ten (10) until this Section 3.2
shall be changed by the amendment thereof duly adopted by the board of directors
or by the stockholders as provided in the Corporation’s certificate of
incorporation.
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3.3
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CLASS
OF DIRECTORS, ELECTION AND TERM OF
OFFICERS.
|
The board
of directors shall be and is divided into three classes, Class I, Class II and
Class III. Such classes shall be equal in number of directors;
provided, however, that if the total number of directors is not divisible by
three (3), then the number of directors in any such class shall not be more than
one greater or fewer than the number of directors in any other
class. Each director shall serve for a term ending on the date of the
third annual meeting following the annual meeting at which such director was
elected. The foregoing notwithstanding, each director shall serve
until his or her successor shall have been duly elected and qualified, unless he
or she shall resign, become disqualified, disabled or shall otherwise be
removed.
At each
annual election, the directors chosen to succeed those whose terms then expire
shall be of the same class as the directors they succeed, unless by reason of
any intervening changes in the authorized number of directors, the board shall
designate one or more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of directors
among the classes.
Notwithstanding
the provision that the three classes shall be equal in number of directors, in
the event of any change in the authorized number of directors, each director
then continuing to serve as such shall nevertheless continue as a director of
the class of which he or she is a member until the expiration of his or her
current term, or his or her prior death, resignation or removal.
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3.4
|
VACANCIES
AND REMOVAL.
|
Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the board of directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the directors then in office, or by a sole
remaining director, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the class to
which they have been elected expires. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director. Stockholders shall have no right to fill a
vacancy created on the board of directors for any reason.
Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any director, or the entire board of directors, may be removed from office at
any time, but only by the affirmative vote of the holders of at least 66 2/3% of
the total voting power of all outstanding securities entitled to vote generally
in the election of directors of the Corporation, voting together as a single
class.
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3.5
|
ORGANIZATION
AND OTHER REGULAR MEETINGS.
|
Immediately
after each annual meeting of the stockholders, the directors shall hold a
meeting (which may be designated as an organization meeting), without call, for
purposes of organization, the election of officers and the transaction of other
business. Every such meeting shall be deemed to be a regular
meeting.
Other
regular meetings of the board of directors may be held at such time and place as
shall be determined by the board of directors. No notice of any
regular meeting of the board of directors need be given.
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3.6
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SPECIAL
MEETINGS.
|
Special
meeting of the board of directors for any purpose or purposes shall be held
whenever called by the chairman of the board, the president, or by any two
directors.
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3.7
|
NOTICE
OF SPECIAL MEETINGS.
|
Written
notice of the time and place of each special meeting of the board of directors
shall be delivered personally or sent by mail, telecopy, telegraph, electronic
transmission or other form of recorded communication, to each
director. If the notice is personally delivered to
a director, or is sent by telecopy, telegraph, electronic
transmission or other form of recorded communication, it shall be so delivered
at least twenty-four (24) hours before the time fixed for the meeting; and if
the notice is sent by mail, it shall be sent at least five (5) days before the
time fixed for the meeting, with charges fully prepaid, addressed to him at his
address, if any, shown on the record of the Corporation, or if no such address
appears on such records, at the city or place in which the meetings of the board
of directors are usually held.
No notice
of the objects or purposes of any special meeting of the board of directors need
be given, and unless otherwise indicated in the notice thereof, any business of
any and every nature may be transacted at such meeting.
An entry
in the minutes of any meeting of the board of directors to the effect that
notice has been duly given to any director or directors shall be and be deemed
to be conclusive and incontrovertible evidence that such notice has been given
as required by law and these Bylaws.
|
3.8
|
ADJOURNED
MEETINGS.
|
A quorum
of the directors may adjourn any directors’ meeting to meet again at a stated
day and hour; provided, however, that in the absence of a quorum, a majority of
the directors present at any directors’ meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the board.
No notice
of the time or place or purpose of holding an adjourned meeting need be given to
any absent director if the time and place is fixed at the meeting
adjourned.
|
3.9
|
QUORUM.
|
Subject
to the provisions of Sections 3.4, 3.8 and 4.4 of these Bylaws, a majority of
the number of directors fixed by the certificate of incorporation or these
Bylaws shall be necessary and sufficient to 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. A majority of the directors present at any meeting of the
board, whether a quorum shall be present or not, may adjourn the meeting from
time to time without notice, other than announcement at the meeting, provided
that the time so fixed shall not extend beyond the time for the next regular
meeting of the board.
|
3.10
|
PLACE
OF MEETINGS.
|
Meetings
of the board of directors may be held at any place within or without the State
of Delaware which may be designated from time to time by or pursuant to
authorization contained in either a prior resolution of the board or a prior
written consent signed by all of the members of the board; and in the absence of
such designation with respect to any meeting, and subject to the provisions of
Section 3.11 of these Bylaws, the meeting shall be held at the principal office
of the Corporation.
|
3.11
|
CONSENT
TO MEETINGS, ETC.
|
The
transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice or a consent to holding such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
|
3.12
|
ACTION
WITHOUT MEETING.
|
Any
action required or permitted to be taken by the board of directors or any
committee thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, shall individually or collectively consent in
writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the board or
committee. Any certificate or other document which relates to action
taken without a meeting pursuant to this section shall state that the action was
taken by unanimous written consent of the board of directors or the committee
without a meeting, and that these Bylaws authorize the directors or committee to
so act.
|
3.13
|
TELEPHONIC
CONFERENCES.
|
Members
of the board of directors, or any committee designed 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.
|
3.14
|
COMPENSATION
OF DIRECTORS.
|
A
director may receive a salary or other compensation for his services as such
director, as such salary or other compensation may be set by resolution of the
board of directors. This Section 3.14 shall not be construed to preclude any
director from serving the Corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving compensation for those
services.
|
3.15
|
ADVISORY
DIRECTORS.
|
The board
of directors may from time to time appoint as advisory directors one or more
persons whose business experience and expertise would enable them to provide
valuable information and insights to the board of directors.
Such
persons shall serve without pay and for such terms as the board of directors may
designate. Such persons may attend meetings of the board of directors
but shall not have the right to vote and their presence or absence shall not be
taken into account for purposes of determining a quorum.
ARTICLE
IV
OFFICERS
|
4.1
|
DESIGNATION,
QUALIFICATION, SELECTION AND TERM OF OFFICE OF
OFFICERS.
|
The
officers of the Corporation shall be a chairman of the board, a chief executive
officer and president, an executive vice present, a secretary and a chief
financial officer and treasurer, all of whom shall be chosen by the board of
directors, and such other officers as shall be appointed in accordance with the
provisions of Section 4.2 of these Bylaws. The chairman of the board
must be a director, but no other officers need be a director. One
person may hold two or more offices.
The
officers of the Corporation, except those appointed in accordance with the
provisions of Sections 4.2 or 4.4 of these Bylaws, shall be elected annually by
the board of directors at the meeting provided for in Section 3.5 of these
Bylaws, and each shall hold and continue in office until he shall resign or
shall be removed or otherwise become disqualified to serve or until his
successor shall be elected and qualified.
|
4.2
|
OTHER
OFFICERS.
|
The board
of directors may, in its discretion, appoint one or more additional vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers, agents, and employees as it may deem necessary or
advisable, each of whom shall have such powers and authority, and shall perform
such duties as are or may be conferred or prescribed by these Bylaws or as the
board of directors may from time to time director or determine. The
board of directors may delegate to any officer the power to appoint and to
prescribe the authority and duties of any officer, agent or employee except of
assistant secretaries, assistant treasurers, and those whose powers and duties
are hereinafter in this Article IV specifically set forth. Subject to
the foregoing provisions of this Section 4.2, any assistant secretary, or
assistant treasurer, may exercise any of the powers of the secretary or the
treasurer, respectively.
|
4.3
|
REMOVAL
AND RESIGNATION.
|
Any
officer may be removed, either with or without cause, by a majority of the
directors at the time in office, at any regular or special meeting of the board,
or except in case of an officer chosen by the board of directors, by an officer
upon whom such power of removal shall have been conferred by a majority of the
directors acting at a regular or special meeting thereof.
Any
officer may resign at any time by giving written notice to the board of
directors or to the president, or to the secretary of the
Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
|
4.4
|
VACANCIES.
|
A vacancy
in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner
provided in these Bylaws for regular appointments to such office, except that,
if such vacancy occurs in the office of chairman of the board, president, vice
president, secretary or treasurer, the successor may be chosen at any regular or
special meeting of the board of directors.
|
4.5
|
SALARIES.
|
The
amount of salary which each officer shall receive, and the manner and time of
its payment shall be fixed and determined by the board of directors, and may be
altered from time to time by the board at its pleasure. No officer
shall be prevented from receiving such salary by reason of the fact he is also a
director of the Corporation.
|
4.6
|
CHAIRMAN
OF THE BOARD.
|
The
chairman of the board shall: (1) preside at all meetings of the
stockholders and at all meetings of the board of directors, and (2) have such
other powers and duties as may be prescribed by the board of directors or these
Bylaws.
|
4.7
|
PRESIDENT.
|
The
president shall be the principal executive officer of the Corporation, and
subject to the control of the board of directors, shall have general
supervision, direction and control of the business and affairs of the
Corporation. He shall have the general powers and duties of
management usually vested in the principal executive officer of a
company. In the absence or disability of the chairman of the board,
the president will perform all the duties or, and when so acting shall have all
the powers of, and be subject to all the restriction upon, the chairman of the
board. The president will be the chief operating officer of the
Corporation. The president shall have such other powers and perform such other
duties as from time to time may be prescribed by the board of
directors.
|
4.8
|
EXECUTIVE
VICE PRESIDENT
|
In the
absence or disability of the president, the executive vice president shall
perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions upon the
president. The executive vice president shall have such other powers
and perform such other duties as from time to time may be prescribed for him by
the board of directors or these Bylaws.
|
4.9
|
SECRETARY.
|
The
secretary shall keep, or cause to be kept, a book of minutes, at the principal
office or such other place as the board of directors may order, of all meetings
of directors and stockholders, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at directors’ meetings, the number of shares present
or represented at stockholders’ meetings and the proceedings
thereof.
The
secretary shall keep, or cause to be kept, at the principal office or at the
office of the Corporation’s transfer agent, a share register, or a duplicate
share register, showing the names of the stockholders and their addresses; the
number and classes of shares held by each stockholder; the number and dates of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The
secretary shall give, or cause to be given, notice of all the meetings of the
stockholders and of the board of directors required by these Bylaws or by law to
be given, and he shall keep the seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or by these Bylaws.
|
4.10
|
CHIEF
FINANCIAL OFFICER AND TREASURER.
|
The chief
financial officer and treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The
books of account shall at all times be open to inspection by any
director.
The chief
financial officer and treasurer shall deposit all monies and other valuable in
the name and to the credit of the Corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of
the Corporation as may be ordered by the board of directors, shall render to the
chairman of the board, the president, and directors, whenever they request it,
an account of all of his transactions as chief financial officer and treasurer
and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these Bylaws. The chief financial officer and treasurer
shall also be the principal accounting officer of the Corporation.
ARTICLE
V
COMMITTEES
|
5.1
|
APPOINTMENT,
POWERS AND PROCEEDINGS OF EXECUTIVE COMMITTEE AND OTHER
COMMITTEES.
|
The board
of directors may, by resolution passed by a majority of the whole board,
designate an executive committee and other committees, each committee to consist
of one or more of the directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee. 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,
adopting an agreement of merger or consolidation, recommending to the
stockholders a dissolution of the Corporation, or a revocation of a dissolution,
or amending these Bylaws; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. The board shall have the power to
prescribe from time to time the manner in which proceedings of the executive
committee and other committees shall be conducted.
ARTICLE
VI
OFFICES
|
6.1
|
PRINCIPAL
OFFICE.
|
The
principal office for the transaction of the business of the Corporation is
hereby fixed and located at 1141 Cummings Road, in the City of Santa Paula,
County of Ventura, State of California. The board of directors is
hereby granted full power and authority to change said principal office
location. Any such change shall be noted on these Bylaws by the
secretary, opposite of this section, or this section may be amended to state the
new location.
|
6.2
|
OTHER
OFFICES.
|
Branch or
subordinate offices may at any time be established by the board of directors at
any place or places where the Corporation is qualified to do
business.
ARTICLE
VII
MISCELLANEOUS
PROVISIONS
|
7.1
|
SEAL.
|
The board
of directors shall provide a suitable seal containing the name of the
Corporation, the year of its organization and the words “Corporate Seal,
Delaware,” and may alter the same at its pleasure. The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
|
7.2
|
CERTIFICATES
OF STOCK.
|
Shares of
the capital stock of the Corporation may be certificated or uncertificated, as
provided under the laws of the State of Delaware. Any stockholder,
upon written request to the transfer agent or transfer agent of the Corporation,
shall be entitled to a certificate representing shares of capital stock of the
Corporation. All such certificates shall be signed by the chairman of
the board, the president or a vice president and the secretary or an assistant
secretary, or be authenticated by facsimiles of the signatures of the chairman
of the board, the president and secretary or by a facsimile of the signature of
the chairman of the board, the president and the written signature of the
secretary or an assistant secretary. Every certificate authenticated
by a facsimile of a signature must be countersigned by a transfer agent or
transfer clerk, and be registered by an incorporated bank or trust company,
either domestic or foreign, as registrar of transfers, before
issuance.
Certificates
for shares may be issued prior to full payment under such restrictions and for
such purposes as the board of directors or these Bylaws may provide; provided,
however, that any such certificate so issued prior to full payment shall state
the amount of the consideration to be paid therefor and the amount paid
thereon.
Transfers
of stock shall be made on the books of the Corporation by the holder of record
thereof, or by the holder’s attorney lawfully constituted in writing, and either
(a) in the case of stock represented by a certificate, upon surrender for
cancellation of any such certificate for such shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, or (b) in the case of uncertificated stock, upon proper instructions
from the holder of record of such shares or the holder’s attorney lawfully
constituted in writing, and with such proof of the authenticity of the
signatures as the Corporation or its agents may reasonably require and with all
required stock transfer tax stamps affixed thereto and cancelled or accompanied
by sufficient funds to pay such taxes.
|
7.3
|
TRANSFER
AGENTS AND REGISTRARS.
|
The board
of directors may appoint and remove transfer agents and registrars of transfers,
and notwithstanding any of the provisions of Section 7.2 of these Bylaws that
may be construed to the contrary, may, in the discretion of the board, require
all stock certificates, warrants, scrip certificates or scrip warrants to bear
the signature of any such transfer agent or of any such registrar of
transfers.
|
7.4
|
LOST
OR DESTROYED CERTIFICATES.
|
In case
any certificate for shares, bond, debenture or other security issued by the
Corporation, or by any corporation of which it is the lawful successor, is lost
or destroyed, the board of directors may authorize the issue of a new instrument
therefor, on such terms and conditions as the board may determine after proof of
such loss or destruction satisfactory to the board of directors, and it may, in
its discretion, require a bond or other security, in an adequate amount, as
indemnity against any claim that may be made against the Corporation
therefore. A new instrument may be issued without requiring any bond
or security when, in the judgment of the directors, it is proper to do
so.
|
7.5
|
REPRESENTATION
OF SHARES OF OTHER CORPORATIONS.
|
The
chairman of the board, the president or any vice president and the secretary or
any assistant secretary of the Corporation may vote, exercise written consents
with respect to, or otherwise present, on behalf of the Corporation, any and all
shares of any other corporation or corporations standing in the name of the
Corporation, and may exercise, on behalf of the Corporation, any and all rights
incidental to said shares. The authority hereinbefore conferred upon
such officers in this Section 7.5 may be exercised by such officers acting in
person, or by any other person or persons authorized, by proxy or power of
attorney signed by said officers, to vote or represent the shares last
hereinbefore mentioned.
|
7.6
|
CHECKS,
DRAFTS, ETC.
|
All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, and any and
all securities owned or held by the Corporation requiring signature for
transfer, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the board of
directors.
|
7.7
|
CONTRACTS,
ETC., HOW EXECUTED.
|
The board
of directors, except as in these Bylaws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contact or execute any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and unless so authorized by
the board of directors, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.
|
7.8
|
ANNUAL
REPORTS AND FINANCIAL STATEMENTS.
|
The board
of directors of the Corporation shall cause an annual report to be sent to the
stockholders at least ten (10) days in advance of each annual meeting of the
stockholders, but in no event later than one hundred twenty (120) days after the
close of the fiscal year.
The
annual report shall include the following:
(a) an
audited consolidated balance sheet, eliminating all intercompany transactions,
of the Corporation and its subsidiaries as of such closing date;
and
(b) an
audited consolidated statement of income and cash flows for the year ended on
such closing date.
Such
financial statements shall be prepared in accordance with generally accepted
accounting principles for the businesses carried on by the
Corporation.
|
7.9
|
INSPECTION
OF BYLAWS.
|
The
Corporation shall keep in its principal office for the transaction of business,
the original or a copy of these Bylaws as amended or otherwise altered to date,
certified by the secretary, which shall be open to inspection by the
stockholders at all reasonable times during office hours.
|
7.10
|
PROOF
OF NOTICE.
|
Whenever
any stockholder entitled to vote has been absent from any meeting of
stockholders, and whenever any director has been absent from any special meeting
of the board of directors, an entry in the minutes of the meeting to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such meeting was given to such absentee as required
by law and these Bylaws.
|
7.11
|
RESIGNATIONS
AND VACANCIES.
|
Any
director, officer or committee member may resign at any time, by
a resignation in writing which shall take effect at the time
specified therein, or if no time is so specified such resignation shall take
effect at the time of its receipt by the president or secretary, or other person
authorized to perform and performing the duties of either office at the time of
such receipt. The acceptance of a resignation shall not be necessary
to make it effective, unless otherwise specified in the
resignation. The persons (or person) having the authority to fill a
vacancy to be created by a resignation tendered to take effect at a future time
may elect or appoint a successor to take office when such resignation becomes
effective.
|
7.12
|
CONSTRUCTION
AND DEFINITIONS.
|
Unless
the context otherwise requires, the general provisions, rules of construction
and definitions contained in the General Corporation Law of the State of
Delaware shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term “person” includes a corporation or
other entity as well as a natural person.
ARTICLE
VIII
INDEMNIFICATION
AND INSURING
OF
DIRECTORS AND OFFICERS
|
8.1
|
POLICY.
|
It is the
policy and intention of the Corporation to provide to its officers and directors
broad and comprehensive indemnification from liability to the full extent
permitted by law.
|
8.2
|
RIGHT
TO INDEMNIFICATION.
|
Each
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the laws of Delaware against all costs, charges, expenses, liabilities and
losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 8.3, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was initiated or authorized by the board of
directors of the Corporation. The right to indemnification conferred
in this Article shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Article or
otherwise. The Corporation may, by action of its board of directors,
provide indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and
officers.
|
8.3
|
RIGHT
OF CLAIMANT TO BRING SUIT.
|
If a
claim under this Article is not paid in full by the Corporation within thirty
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has failed to
meet a standard of conduct which makes it permissible under Delaware law for the
Corporation to indemnify the claimant for the amount claimed. Neither
the failure of the Corporation (including its board of directors, independent
legal counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is permissible
in the circumstances because he or she has met such standard of conduct, nor an
actual determination by the Corporation (including its board of directors,
independent legal counsel or its stockholders), that the claimant has not met
such standard of conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standard of
conduct.
|
8.4
|
NON-EXCLUSIVITY
OF RIGHTS.
|
The right
to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the certificate of incorporation, bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise.
|
8.5
|
INSURANCE.
|
The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under Delaware
law.
|
8.6
|
EXPENSES
AS A WITNESS.
|
To the
extent that any director, officer, employee or agent of the Corporation is by
reason of such position, or a position with another entity at the request of the
Corporation, a witness in any action, suit or proceeding, he or she shall be
indemnified against all costs and expenses actually and reasonably incurred by
him or her or on his or her behalf in connection therewith.
|
8.7
|
INDEMNITY
AGREEMENTS.
|
The
Corporation may enter into indemnity agreements with the persons who are members
of its board of directors from time to time, and with such officers, employees
and agents as the Board may designate, such indemnity agreements to provide in
substance that the Corporation will indemnify such persons to the full extent
contemplated by this Article.
|
8.8
|
EFFECT
OF REPEAL OR MODIFICATION.
|
Any
repeal or modification of this Article shall not result in any liability for a
director with respect to any action or omission occurring prior to such repeal
or modification.
ARTICLE
IX
AMENDMENTS
|
9.1
|
POWER
OF STOCKHOLDERS.
|
Except as
otherwise provided form time to time by law or by the certificate of
incorporation, these Bylaws, or any provision hereof, may be amended or repealed
and new bylaws may be adopted by the affirmative vote of holders of not less
than 66 2/3% of the total voting power of all outstanding securities entitled to
vote generally in the election of directors of the Corporation.
|
9.2
|
POWER
OF DIRECTORS.
|
Subject
to the right of stockholders to amend, repeal and adopt bylaws, and to the
provisions of these Bylaws as from time to time amended by the stockholders,
these Bylaws, or any provision hereof, may be amended or repealed and new bylaws
may be adopted by a majority of the authorized number of
directors.
These
Bylaws were adopted by the board of directors of the Corporation on January 26,
2011.