Attached files
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10-K - FORM 10-K - National American University Holdings, Inc. | c21007e10vk.htm |
EX-32.2 - EX-32.2 - National American University Holdings, Inc. | c21007exv32w2.htm |
EX-31.1 - EX-31.1 - National American University Holdings, Inc. | c21007exv31w1.htm |
EX-23.1 - EX-23.1 - National American University Holdings, Inc. | c21007exv23w1.htm |
EX-31.2 - EX-31.2 - National American University Holdings, Inc. | c21007exv31w2.htm |
EX-21.1 - EX-21.1 - National American University Holdings, Inc. | c21007exv21w1.htm |
EX-32.1 - EX-32.1 - National American University Holdings, Inc. | c21007exv32w1.htm |
Exhibit 3.2
Amended Bylaws
of
National American University Holdings, Inc.
of
National American University Holdings, Inc.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The address of the Corporations registered office in the State of
Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware
19904, County of Kent. The name of the Corporations registered agent at such address is National
Registered Agents, Inc.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places, within or
outside the State of Delaware, as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be held at the principal executive
office of the Corporation, or at such other place within or outside of the State of Delaware as may
be fixed from time to time by the Board of Directors.
SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held on July 1 of each year,
or if that day is a legal holiday, on the next following business day, or at such other date and
time as may be fixed by the Board of Directors. At each annual meeting of stockholders the
stockholders shall elect directors and transact such other business as may properly be brought
before the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be called at any time for any
purpose or purposes by the Board of Directors or by the Chief Executive Officer, and shall be
called by the Chief Executive Officer, President or the Secretary upon the written request of the
majority of the directors or upon the written request of the holders of at least a majority of all
outstanding shares entitled to vote on the action proposed to be taken. Such written request must
state the date, time, place and purpose or purposes of the proposed meeting. A special meeting of
stockholders called by the Board of Directors or the President, other than one required to be
called by reason of a written request of stockholders, may be cancelled by the Board of Directors
at any time not less than 24 hours before the scheduled commencement of the meeting.
SECTION 4. NOTICE OF MEETINGS. Written notice of each annual meeting or special meeting of
stockholders, stating the place, date and time of the meeting, and (i) in the case of a special
meeting, the general nature of the business to be transacted, or (ii) in the case of the annual
meeting, those matters that the Board of Directors, at the time of giving notice, intends to
present for action by the stockholders, must be given in the manner set forth in Article VI of
these By-Laws not less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at the meeting. If directors are to be elected, the notice
shall include the names of all nominees whom the Board intends, at the time of notice, to present
for election.
The notice shall also state the general nature of any proposed action to be taken at the meeting.
SECTION 5. QUORUM AND ADJOURNMENTS. Except as otherwise required by law or the Certificate of
Incorporation, the presence in person or by proxy of holders of a majority of the shares entitled
to vote at a meeting of stockholders will be necessary, and will constitute a quorum, for the
transaction of business at such meeting. If a quorum is not present or represented by proxy at any
meeting of stockholders, the holders of a majority of the shares entitled to vote at the meeting
who are present in person or represented by proxy may adjourn the meeting from time to time until a
quorum is present. An adjourned meeting may be held later without notice other than announcement at
the meeting, except that if the adjournment is for more than forty-five (45) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given in the manner set forth in Article VI to each stockholder of record entitled to vote
at the adjourned meeting.
SECTION 6. PROXY AND VOTING. At any meeting of stockholders each stockholder having the right to
vote may
vote in person or by proxy. Except as otherwise provided by law or in the Certificate of
Incorporation, each stockholder will be entitled to one vote for each share of stock entitled to
vote standing in his name on the books of the Corporation. All elections will be determined by
plurality votes. Except as otherwise provided by law or in the Certificate of Incorporation or
these By-Laws, any other matter will be determined by the vote of a majority of the shares which
are voted with regard to it.
SECTION 7. WRITTEN CONSENTS. Whenever the vote of stockholders at a meeting is required or
permitted in connection with any corporate action, the meeting and vote may be dispensed with if
the action taken has the written consent of the holders of shares having at least the minimum
number of votes required to authorize the action at a meeting at which all shares entitled to vote
were present and voted.
ARTICLE III
DIRECTORS
SECTION 1. FUNCTION. The Board of Directors will manage the business of the Corporation, except as
otherwise provided by law, the Certificate of Incorporation or these By-Laws.
SECTION 2. NUMBER. The number of directors which will constitute the entire Board of Directors
shall be such number, not less than one (1) nor more than nine (9), as shall be determined by the
Board of Directors from time to time, provided that in the event the outstanding shares of stock
are owned by fewer than three (3) stockholders the number of directors may be a number not less
than the number of stockholders. Until further action by the Board of Directors, the number of
directors which shall constitute the entire Board of Directors shall be six (6). As used in these
By-Laws, the term entire Board of Directors means the total number of directors which the
Corporation would have if there were no vacancies.
SECTION 3. ELECTION AND TERM. Except as provided in Section 5 of this Article, the directors shall
be elected at the annual meeting of stockholders. Except as otherwise provided by law, the
Certificate of Incorporation, or these By-Laws, each director elected will serve until the next
succeeding annual meeting of stockholders and until his successor is elected and qualified.
SECTION 4. REMOVAL. Any of the directors may be removed for cause by vote of a majority of the
entire Board. Any or all of the directors may be removed for cause or without cause by vote of the
holders of a majority of the outstanding shares of each class of voting stock of the Corporation
voting as a class.
SECTION 5. VACANCIES. Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board may be filled by vote of a majority of the directors
then in office, even if less than a quorum exists. A director elected to fill a vacancy, including
a vacancy created by a newly created directorship, shall serve until the next succeeding annual
meeting of stockholders and until his successor is elected and qualified.
SECTION 6. LOCATION OF BOOKS AND RECORDS. The books of the Corporation, except such as are required
by law to be kept within the State of Delaware, may be kept at such place or places within or
outside of the State of Delaware as the Board of Directors may from time to time determine.
SECTION 7. COMPENSATION. The Board of Directors, by the affirmative vote of a majority of the
directors then in office, and irrespective of any personal interest of any of its members, may
establish reasonable compensation of any or all directors for services to the Corporation as
directors or officers or otherwise.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. FIRST MEETING. The first meeting of each newly elected Board of Directors shall be held
immediately following the annual meeting of stockholders. If the meeting is held at the place of
the meeting of stockholders, no notice of the meeting need be given to the newly elected directors.
If the first meeting is not held at that time and place, it shall be held at a time and place
specified in a notice given in the manner provided for notice of special meetings of the Board of
Directors.
SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held upon such
notice, or without notice, at such times and at such places within or outside of the State of
Delaware, as shall from time to time be determined by the Board of Directors.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the
Chairman of the Board, if there is one, or by the Chief Executive Officer, on at least four (4)
days notice by mail or forty-eight (48) hours notice to each director delivered personally or by
telephone or telegraph, and shall be called by the Chief Executive Officer, President or the
Secretary on like notice at the written request of any two directors (one of which must include the
Chairman of the Board, if there is one, or the Chief Executive Officer).
SECTION 4. NOTICE OF MEETINGS. Whenever notice of a meeting of the Board of Directors is required,
the notice must be given in the manner set forth in Article VI of these By-Laws and shall state the
place, date and hour of the meeting. Except as provided by law, the Certificate of Incorporation,
or other provisions of these By-Laws, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in the notice or waiver
of notice of the meeting.
SECTION 5. QUORUM, ACTION AND ADJOURNMENTS. Except as otherwise required by law or the Certificate
of Incorporation or other provisions of these By-Laws, a majority of the directors in office, but
in no event less than one-third (1/3) of the entire Board of Directors, will constitute a quorum
for the transaction of business, provided that if there shall be fewer than three (3) directors in
office, then the number of directors in the office shall constitute a quorum for the transaction of
business, and the vote of a majority of the directors present at any meeting at which a quorum is
present will be the act of the Board of Directors. If a quorum is not present at any meeting of
directors, a majority of the directors present at the meeting may adjourn the meeting from time to
time, without notice of the adjourned meeting other than announcement at the meeting. To the extent
permitted by law, a director participating in a meeting by conference telephone or similar
communications equipment by which all persons participating in the meeting can hear each other will
be deemed present in person at the meeting and all acts taken by him during his participation shall
be deemed taken at the meeting.
SECTION 6. WRITTEN CONSENTS. Any action of the Board of Directors may be taken without a meeting if
written consent to the action signed by all members of the Board of Directors is filed with the
minutes of the Board of Directors.
SECTION 7. ACTION BY TELEPHONIC CONFERENCE. Members of the Board of Directors, or any committee
designated by such board, may participate in a meeting of such board or committee by means of
conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in such a meeting shall constitute presence
in person at such meeting.
ARTICLE V
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may designate from among its members an
Executive Committee and other committees, each consisting of two or more directors, and may also
designate one or more of its members to serve as alternates on these committees. To the extent
permitted by law, the Executive Committee will have all the authority of the Board of Directors,
except as the Board of Directors otherwise provides, and, to the extent permitted by law, the other
committees will have such authority as the Board of Directors grants them. The Board of Directors
will have power at any time to change the membership of any committees, to fill vacancies in their
membership and to discharge any committees. All resolutions establishing or discharging committees,
designating or changing members of committees, or granting or limiting authority of committees, may
be adopted only by the affirmative vote of a majority of the entire Board of Directors.
SECTION 2. PROCEDURES. Each committee shall keep regular minutes of its proceedings and report to
the Board of Directors as and when the Board of Directors shall require. Unless the Board of
Directors otherwise provides, a majority of the members of any committee may determine its actions
and the procedures to be followed at its meetings (which may include a procedure for participating
in meetings by conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other), and may fix the time and place of its meetings.
SECTION 3. WRITTEN CONSENTS. Any action of a committee may be taken without a meeting if written
consent to the action signed by all the members of the committee is filed with the minutes of the
committee.
ARTICLE VI
NOTICES
SECTION 1. NOTICE TO STOCKHOLDERS. Any notice to a stockholder shall be given personally or by
first-class mail. If mailed, a notice will be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears on the records of
stockholders.
SECTION 2. NOTICE TO DIRECTORS. Any notice to a director may be given personally, by telephone or
by mail, facsimile transmission, telex, telegraph, cable or similar instrumentality. A notice will
be deemed given when actually given in person or by telephone, when received, if given by facsimile
transmission or telex, on the third business day after the day when deposited with the United
States mail, postage prepaid, or on the day when delivered to a cable or similar communications
company, directed to the director at his business address or at such other address as the director
may have designated to the Secretary in writing as the address or number to which notices should be
sent.
SECTION 3. WAIVER OF NOTICE. Any person may waive notice of any meeting by signing a written
waiver, whether before or after the meeting. The waiver the notice need not specify either the
business to be transacted or the purpose of any annual or special meeting of the stockholders. In
addition, attendance at a meeting will be deemed a waiver of notice unless the person attends for
the purpose, expressed to the meeting at its commencement, of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE VII
OFFICERS
SECTION 1. DESIGNATIONS. The officers of the Corporation may include a Chief Executive Officer, a
President, a Chief Operating Officer, a Chief Financial Officer, a Secretary and a Treasurer. In
addition, the Board of Directors may also elect a Chairman of the Board, a Vice Chairmen of the
Board, and one or more Vice Presidents (one or more of whom may be designated an Executive Vice
President or a Senior Vice President), one or more Assistant Secretaries or Assistant Treasurers,
or one or more Chief Financial Officers, and such other officers as it may from time to time deem
advisable. Any number of offices may be held by the same person. No officer except the Chairman of
the Board need be a director of the Corporation.
SECTION 2. ELECTIONS, TERM AND REMOVAL. Each officer shall be elected by the Board of Directors and
shall hold office for such term, if any, as the Board of Directors shall determine. Any officer may
be removed at any time, either with or without cause, by the vote of a majority of the entire Board
of Directors.
SECTION 3. RESIGNATIONS. Any officer may resign at any time by giving written notice to the Board
of Directors or to the Chief Executive Officer. Such resignation will take effect at the time
specified in the notice or, if no time is specified, at the time of receipt of the notice, and the
acceptance of such resignation will not be necessary to make it effective.
SECTION 4. COMPENSATION. The compensation of officers shall be fixed by the Board of Directors or
by the compensation committee, if any, of the Board of Directors.
SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside at all meetings
of the stockholders and of the Board of Directors and shall have such other duties as from time to
time may be assigned to him by the Board of Directors.
SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general charge of the
management of the business and affairs of the Corporation, subject to the control of Board of
Directors, and will ensure that all orders and resolutions of the Board of Directors are carried
into effect. The Chief Executive Officer will preside over any meetings of the stockholders and of
the Board of Directors at which neither the Chairman of the Board nor a Vice Chairman is present.
SECTION 7. OTHER OFFICERS. The officers of the Corporation, other than the Chairman of the Board
and the Chief Executive Officer, shall have such powers and perform such duties in the management
of the property and affairs of the Corporation, subject to the control of the Board of Directors
and the Chief Executive Officer, as customarily pertain to their respective offices, as well as
such powers and duties as from time to time may be prescribed by the Board of Directors.
SECTION 8. FIDELITY BONDING. The Corporation may secure the fidelity of any or all of its officers
or agents by bond or otherwise.
ARTICLE VIII
CERTIFICATES FOR SHARES
SECTION 1. CERTIFICATE OF STOCK. Shares of the Corporations stock may be certificated or
uncertificated, as provided under Delaware General Corporation Law. All certificates of stock of
the Corporation shall be numbered and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holders name and number of shares and shall be signed by the
Chairman or the Chief Executive Officer or the Chief Financial Officer or the President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
SECTION 2. FACSIMILE SIGNATURES. Any or all signatures upon a certificate may be a facsimile. Even
if an officer, transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall cease to be that officer, transfer agent or registrar before the
certificate is issued, that certificate may be issued by the Corporation with the same effect as if
he or it were that officer, transfer agent or registrar at the date of issue.
SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may direct that a new
certificate be issued in place of any certificate issued by the Corporation which is alleged to
have been lost, stolen or destroyed. When doing so, the Board of Directors may prescribe such terms
and conditions precedent to the issuance of the new certificate as it deems expedient, and may
require a bond sufficient to indemnify the Corporation against any claim that may be made against
it with regard to the allegedly lost, stolen or destroyed certificate or the issuance of the new
certificate.
SECTION 4. TRANSFERS OF STOCK. Transfers of stock shall be made on the books of the Corporation
only by the record holder of such stock, or by attorney lawfully constituted in writing, and, in
the case of stock represented by a certificate, upon surrender of the certificate.
SECTION 5. RECORD DATE. The Board of Directors may fix a date as the record date for determination
of the stockholders entitled to notice of or to vote at any meeting of stockholders, or to express
consent to, or dissent from, any proposal without a meeting, or to receive payment of any dividend
or allotment of any rights, or to take or be the subject of any other action. The record date must
be not less than ten (10) nor more than sixty (60) days before the date of the meeting, nor more
than sixty (60) days prior to the proposed action. If no record date is fixed, the record date will
be as provided by law. A determination of stockholders entitled to notice of or to vote at any
meeting of stockholders which has been made as provided in this Section will apply to any
adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned
meeting.
SECTION 6. STOCKHOLDERS OF RECORD. The Corporation shall for all purposes be entitled to treat a
person registered on its books as the owner of those shares, with the exclusive right, among other
things, to receive dividends and to vote with regard to those shares, and the Corporation will not
be bound to recognize any equitable or other claim to or interest in shares of its stock on the
part of any other person, whether or not the Corporation has notice of the claim or interest of the
other person, except as otherwise provided by the laws of Delaware.
ARTICLE IX
INDEMNIFICATION
SECTION 1. SUITS BY THIRD PARTIES. The Corporation shall indemnify any person who was or is made a
party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that the person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, will not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be in or not opposed
to the best interests of the Corporation, or, with respect to any criminal action or proceeding,
had reasonable cause to believe that the conduct was unlawful.
SECTION 2. DERIVATIVE SUITS. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit if the person acted
in good faith and in a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
SECTION 3. INDEMNIFICATION AS OF RIGHT. To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or
matter therein, the person shall be indemnified against expenses (including attorneys fees)
actually and reasonably incurred by the person in connection therewith.
SECTION 4. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification under Sections 1 and 2
of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2. Such determination will be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel (compensated by the Corporation)
in a written opinion, or (3) by the stockholders.
SECTION 5. ADVANCE OF FUNDS. Expenses (including attorneys fees)incurred by an officer, director,
employee or agent in defending a civil, criminal, administrative or investigative action, suit or
proceeding, or threat thereof, may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that the person is not entitled to be indemnified
by the Corporation as authorized in this Article.
SECTION 6. NON-EXCLUSIVITY. The indemnification and advancement of expenses provided by, or granted
pursuant to, the other Sections of this Article shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office.
SECTION 7. SUCCESSORS AND ASSIGNS. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided, when authorized or ratified
continue as to a person who has ceased to be a director, officer or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
SECTION 8. INSURANCE PREMIUMS. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against the person and incurred by him in any such capacity, or arising out of the persons status
as such, whether or not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article.
SECTION 9. REFERENCES TO CORPORATION. References in this Article to the Corporation will
include, in addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers
and employees or agents so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, will stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
SECTION 10. REFERENCES TO CERTAIN TERMS. For purposes of this Article, references to other
enterprises will include employee benefit plans; references to fines will include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to serving at
the request of the Corporation will include any
service as a director, officer, employee or agent of a subsidiary of the Corporation and any
service as a director, officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan will be deemed to have acted in a manner not opposed to the best interests of the
Corporation as referred to in this Article.
SECTION 11. APPLICATION OF ARTICLE. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided, when authorized or ratified
continue as to a person who has ceased to be a director, officer or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
SECTION 12. RETROACTIVE EFFECT. The provisions of this Article will be deemed retroactive and will
include all acts of the officers and directors of the Corporation since the date of incorporation.
ARTICLE X
GENERAL PROVISIONS
SECTION 1. CORPORATE SEAL. The corporate seal shall have inscribed on it the name of the
Corporation, the year of its creation, and such other appropriate legend as the Board of Directors
may from time to time determine. Unless prohibited by the Board of Directors, a facsimile of the
corporate seal may be affixed or reproduced in lieu of the corporate seal itself.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation will end on December 31, unless changed
to such other date as the Board of Directors may prescribe.
ARTICLE XI
AMENDMENTS
SECTION 1. BY-LAWS. These By-Laws may be amended or repealed, and new By-Laws may be adopted,
amended or repealed (a) at any regular or special meeting of stockholders, or (b) by the
affirmative vote of a majority of the entire Board of Directors at any regular or special meeting
of the Board of Directors.