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8-K - 8-K - HMN FINANCIAL INC | c63698e8vk.htm |
Exhibit 3.1
HMN FINANCIAL, INC.
BY-LAWS
(As of March 22, 2011)
BY-LAWS
(As of March 22, 2011)
ARTICLE I
STOCKHOLDERS
STOCKHOLDERS
Section 1. Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed those whose
terms expire and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the Board of Directors
shall fix each year, which date shall be within thirteen (13) months subsequent to the later of the
date of incorporation or the last annual meeting of stockholders.
Section 2. Special Meetings.
Subject to the rights of the holders of any class or series of preferred stock of the
Corporation, special meetings of stockholders of the Corporation may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies on the Board of Directors (hereinafter the Whole
Board).
Section 3. Notice of Meetings.
Written notice of the place, date, and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is
to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time to time by the
Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice need not be given
of the adjourned meeting if the place, date and time thereof are announced at the meeting at which
the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.
Section 4. Quorum.
Except as otherwise provided in the Corporations Certificate of Incorporation, at any meeting
of the stockholders, the holders of record of the shares of the capital stock entitled to cast
one-third of the votes at the meeting, present in person or by proxy, shall constitute a quorum for
all purposes, unless or except to the extent that the presence of a larger number may be required
by law. Where a separate vote by a class or classes is required, one-third of the shares of such
class or classes, present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent to all stockholders
entitled to vote thereat, stating that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such adjourned meeting shall constitute
a quorum and all matters shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization.
Such person as the Board of Directors may have designated or, in the absence of such a person,
the President of the Corporation or, in his or her absence, such person as may be chosen by the
holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall
call to order any meeting of the stockholders
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and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.
Section 6. Conduct of Business.
(a) The chairman of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order.
(b) At any annual meeting of the stockholders, only such business shall be conducted as shall
have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies
with the notice procedures set forth in this Section 6(b). For business to be properly brought
before an annual meeting by a stockholder, the business must relate to a proper subject matter for
stockholder action and the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholders notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than ninety (90) days
prior to the date of the annual meeting; provided, however, that in the event that less than one
hundred (100) days notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be received not later than the close
of business on the 10th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever occurs first. In no event shall
the public announcement of an adjournment of an annual meeting commence a new time period for the
giving of a stockholders notice. A stockholders notice to the Secretary shall set forth as to
each matter such stockholder 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 address, as they appear on the Corporations
books, of the stockholder who proposed such business, (iii) the class and number of shares of the
Corporations capital stock that are beneficially owned by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such stockholder and
any material interest of such business, and (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this Section 6(b). The
officer of the Corporation or other person presiding over the annual meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 6(b) and, if he should so determine, he
shall so declare to the meeting and any such business so determined to be not properly brought
before the meeting shall not be transacted. At any special meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting by or at the direction of
the Board of Directors.
(c) Only persons who are nominated in accordance with the procedures set forth in these
By-laws shall be eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders at which directors
are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 6(c). Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholders notice shall be
delivered or mailed to and received at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the meeting; provided, however, that in the event that
less than one hundred (100) days notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever occurs first. In no event
shall the public announcement of an adjournment of an annual meeting commence a new time period for
the giving of a stockholders notice. Such stockholders notice shall set forth (i) as to each
person whom such stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such persons written consent to being
named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice: (x) the name and address, as they appear on the Corporations
books, of such stockholder and (y) the class and number of shares of the Corporations capital
stock that are beneficially owned by such stockholder. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a director shall furnish to the
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Secretary of the Corporation that information required to be set forth in a stockholders notice of
nomination which pertains to the nominee. No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the provisions of this Section 6(c). The
officer of the Corporation or other person presiding at the meeting shall, if the facts so warrant,
determine that a nomination was not made in accordance with such provisions and, if he or she
should so determine, he or she shall so declare to the meeting and the defective nomination shall
be disregarded.
Section 7. Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or
by proxy authorized by an instrument in writing (or as otherwise permitted under applicable law) by
the stockholder or his duly authorized attorney-in-fact filed in accordance with the procedure
established for the meeting. Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or in the absence of such direction, as determined by a majority of the
Board of Directors. No proxy shall be valid after eleven months from the date of its execution
except for a proxy coupled with an interest under Delaware law.
Each stockholder shall have one (1) vote for every share of stock entitled to vote which is
registered in his or her name on the record date for the meeting, except as otherwise provided
herein or in the Certificate of Incorporation of the Corporation or as required by law.
All voting, including on the election of directors but excepting where otherwise required by
law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder
entitled to vote or his or her proxy, a written vote shall be taken. Every written vote shall be
taken by ballot, each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the meeting. Every vote
taken by ballot shall be counted by a properly appointed inspector or inspectors of election.
All elections shall be determined by a plurality of the votes cast, and except as otherwise
required by law or as provided in the Certificate of Incorporation, all other matters shall be
determined by a majority of the votes cast.
Section 8. Stock List.
The officer who has charge of the stock transfer books of the Corporation shall prepare and
make, in the time and manner required by applicable law, a list of stockholders entitled to vote
and shall make such list available for such purposes, at such places, at such times and to such
persons as required by applicable law. The stock transfer books shall be the only evidence as to
the identity of the stockholders entitled to examine the stock transfer books or to vote in person
or by proxy at any meeting of stockholders.
Section 9. Consent of Stockholders in Lieu of Meeting.
Subject to the rights of the holders of any class or series of preferred stock of the
Corporation, any action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.
Section 10. Inspectors of Election.
The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more
persons as inspectors of election, to act at the meeting or any adjournment thereof and make a
written report thereof, in accordance with applicable law. In the event the Board of Directors
fails to appoint an inspector of election, the chairman presiding at the meeting shall appoint one
or more persons as inspectors of election.
ARTICLE II
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Section 1. General Powers, Number, Term of Office and Qualifications.
The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. The Board of Directors shall annually elect a Chairman of the Board and a
President from among its members and shall designate, when present, either the Chairman of the
Board or the President to preside at its meetings.
The directors, other than those who may be elected by the holders of any class or series of
preferred stock, shall be divided into three classes, as nearly equal in number as reasonably
possible, with the term of office of the first class to expire at the first annual meeting of
stockholders, the term of office of the second class to expire at the
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annual meeting of stockholders one year thereafter, and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each director to hold
office until his or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each director to hold office
until his or her successor shall have been duly elected and qualified.
In order to qualify as a director of the Corporation, each director must (a) have their
primary domicile in a county in which Home Federal Savings Bank, a wholly owned subsidiary of the
Corporation, has a full service branch; provided, however, the Board of Directors may waive this
requirement by resolution approved by a majority of the Whole Board so long as a majority of the
directors currently on the Board of Directors have their primary domicile in a county in which Home
Federal Savings Bank has a full service branch, and (b) have received (or been deemed to receive)
any approval, waiver, consent or non-objection of or to such directors election to the Board of
Directors required by the applicable federal banking or other regulator of the Corporation, Home
Federal Savings Bank or any other subsidiary of the Corporation; provided, however, the Board of
Directors may waive this qualification requirement by resolution approved by a majority of the
Whole Board in its sole discretion.
Section 2. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or 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 may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen shall hold office for
a term expiring at the annual meeting of stockholders at which the term of office of the class to
which they have been elected expires, and until such directors successor shall have been duly
elected and qualified. No decrease in the number of authorized directors constituting the Board
shall shorten the term of any incumbent director.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place or places, on such date
or dates, and at such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by one-third (1/3) of the directors
then in office (rounded up to the nearest whole number) or by the Chairman of the Board or the
President and shall be held at such place, on such date, and at such time as they or he or she
shall fix. Notice of the place, date, and time of each such special meeting shall be given to each
director by whom it is not waived by mailing written notice not less than five (5) days before the
meeting or by telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the authorized number of directors
then constituting the Board shall constitute a quorum for all purposes. If a quorum shall fail to
attend any meeting, a majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate in a meeting
of such Board or 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
shall constitute presence in person at such meeting.
Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the Board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided herein or required by
law. Action may be taken by the Board of
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Directors without a meeting if all members thereof consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of Directors.
Section 8. Powers.
The Board of Directors may, except as otherwise required by law, exercise all such powers and
do all such acts and things as may be exercised or done by the Corporation, including, without
limiting the generality of the foregoing, the unqualified power:
(1) | To declare dividends from time to time in accordance with law; | ||
(2) | To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; | ||
(3) | To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or nonnegotiable, secured or unsecured, and to do all things necessary in connection therewith; | ||
(4) | To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being; | ||
(5) | To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; | ||
(6) | To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; | ||
(7) | To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and, | ||
(8) | To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporations business and affairs. |
Section 9. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees
and other compensation for their services as directors, including, without limitation, their
services as members of committees of the Board of Directors.
Section 10. Eligibility to Run For Election.
A person who is not an employee of the Company shall not be eligible for election or
re-election to the Board of Directors if, immediately prior to election or re-election, the
director will have served on the Board of Directors for 12 or more years.
ARTICLE III
COMMITTEES
COMMITTEES
Section 1. Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the Board of Directors, may from time to
time designate committees of the Board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated may exercise the
power and authority of the Board of Directors to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law if the resolution which designated the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member.
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Section 2. Conduct of Business.
Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the
members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members,
in which event one (1) member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.
ARTICLE IV
OFFICERS
OFFICERS
Section 1. Generally.
(a) The Board of Directors as soon as may be practicable after the annual meeting of
stockholders shall choose a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary and a Chief Financial Officer and from time to time may choose such other officers as it
may deem proper. The Chairman of the Board shall be chosen from among the directors. Any number
of offices may be held by the same person.
(b) The term of office of all officers shall be until the next annual election of officers and
until their respective successors are chosen, but any officer may be removed from office at any
time by the affirmative vote of a majority of the authorized number of directors then constituting
the Board of Directors.
(c) All officers chosen by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific provisions of this Article
IV. Such officers shall also have such powers and duties as from time to time may be conferred by
the Board of Directors or by any committee thereof.
Section 2. Chairman of the Board of Directors.
The Chairman of the Board of Directors of the Corporation shall preside at all meetings of the
Corporation and the Executive Committee meetings of the Board of Directors. He may sign account
books, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except where otherwise provided by other resolutions of the Board of
Directors or by these By-laws or Certificate of Incorporation of the Corporation.
Section 3. President.
The President shall be the chief executive officer and, subject to the control of the Board of
Directors, shall have general power over the management and oversight of the administration and
operation of the Corporations business and general supervisory power and authority over its
policies and affairs. He shall see that all orders and resolutions of the Board of Directors and
of any committee thereof are carried into effect. Each meeting of the stockholders and of the
Board of Directors shall be presided over by such officer as has been designated by the Board of
Directors or, in his absence, by such officer or other person as is chosen at the meeting. The
Secretary or, in his absence, the General Counsel of the Corporation or such officer as has been
designated by the Board of Directors or, in his absence, such officer or other person as is chosen
by the person presiding, shall act as secretary of each such meeting.
Section 4. Vice President.
The Vice President or Vice Presidents shall perform the duties of the President in his absence
or during his disability to act. In addition, the Vice Presidents shall perform the duties and
exercise the powers usually incident to their respective offices and/or such other duties and
powers as may be properly assigned to them from time to time by the Board of Directors, the
Chairman of the Board or the President.
Section 5. Secretary.
The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep their
minutes, shall have charge of the seal and the corporate books, shall perform such other duties and
exercise such other powers as are usually incident to such offices and/or such other duties and
powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or the
President.
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Section 6. Chief Financial Officer.
The Chief Financial Officer shall have charge of all monies and securities of the Corporation,
other than monies and securities of any division of the Corporation which has a treasurer or
financial officer appointed by the Board of Directors, and shall keep regular books of account.
The funds of the Corporation shall be deposited in the name of the Corporation by the Chief
Financial Officer with such banks or trust companies as the Board of Directors from time to time
shall designate. He shall sign or countersign such instruments as require his signature, shall
perform all such duties and have all such powers as are usually incident to such office and/or such
other duties and powers as are properly assigned to him by the Board of Directors, the Chairman of
the Board or the President, and may be required to give bond for the faithful performance of his
duties in such sum and with such surety as may be required by the Board of Directors.
Section 7. Assistant Secretaries and Other Officers.
The Board of Directors may appoint one or more assistant secretaries and one or more
assistants to the Chief Financial Officer, or one appointee to both such positions, which officers
shall have such powers and shall perform such duties as are provided in these By-laws or as may be
assigned to them by the Board of Directors, the Chairman of the Board or the President.
Section 8. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or any officer of the
Corporation authorized by the President shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action
of stockholders of any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may possess by reason of
its ownership of securities in such other Corporation.
ARTICLE V
STOCK
STOCK
Section 1. Certificated and Uncertificated Shares of Stock.
Shares of the stock of the Corporation may be in certificated or uncertificated form, as
provided in accordance with the General Corporation Law of the State of Delaware. Each stockholder
shall be entitled to a certificate signed by, or in the name of the Corporation by, the President
or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.
Section 2. Transfers of Stock.
Transfers of stock shall be made only by the record holder of such stock, or an attorney
lawfully appointed in writing, and in the case of stock represented by a certificate, upon
surrender of the certificate.
Section 3. Record Date.
In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution fixing the record date
is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment of rights or to exercise any
rights of change, conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a resolution relating
thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
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Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds
of indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.
ARTICLE VI
NOTICES
NOTICES
Section 1. Notices.
Except as otherwise specifically provided herein or required by law, all notices required to
be given to any stockholder, director, officer, employee or agent shall be in writing and may in
every instance be effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mail, postage paid, or by sending such notice by prepaid telegram or mailgram. Any
such notice shall be addressed to such stockholder, director, officer, employee or agent at his or
her last known address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the mail or by telegram
or mailgram, shall be the time of the giving of the notice.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder, director, officer, employee or agent,
whether before or after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder, director, officer, employee or
agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII
MISCELLANEOUS
MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile signatures elsewhere specifically
authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name of the Corporation,
which seal shall be in the charge of the Secretary. If and when so directed by the Board of
Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or
by an Assistant Secretary or Assistant Treasurer.
Section 3. Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the books of account or other records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within such other persons
professional or expert competence and who has been selected with reasonable care by or on behalf of
the Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall be as fixed by the Board of Directors.
Section 5. Time Periods.
In applying any provision of these By-laws which requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded and the day of the event shall be included.
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ARTICLE VIII
AMENDMENTS
AMENDMENTS
The By-laws of the Corporation may be adopted, amended or repealed as provided in Article
Seventh of the Certificate of Incorporation of the Corporation.
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