Attached files
file | filename |
---|---|
10-K - FORM 10-K - CHICO'S FAS, INC. | g22603e10vk.htm |
EX-21 - EX-21 - CHICO'S FAS, INC. | g22603exv21.htm |
EX-23 - EX-23 - CHICO'S FAS, INC. | g22603exv23.htm |
EX-32.1 - EX-32.1 - CHICO'S FAS, INC. | g22603exv32w1.htm |
EX-31.2 - EX-31.2 - CHICO'S FAS, INC. | g22603exv31w2.htm |
EX-31.1 - EX-31.1 - CHICO'S FAS, INC. | g22603exv31w1.htm |
EX-32.2 - EX-32.2 - CHICO'S FAS, INC. | g22603exv32w2.htm |
EX-10.28 - EX-10.28 - CHICO'S FAS, INC. | g22603exv10w28.htm |
Exhibit 3.2
Composite Copy
AMENDED AND RESTATED
BY-LAWS
OF
CHICOS FAS, INC.
AMENDED AND RESTATED
BY-LAWS
OF
CHICOS FAS, INC.
BY-LAWS
OF
CHICOS FAS, INC.
TABLE OF CONTENTS
Title | Page | |||
ARTICLE I Offices |
1 | |||
Section 1. PRINCIPAL OFFICE |
1 | |||
Section 2. OTHER OFFICES |
1 | |||
ARTICLE II Stockholders |
1 | |||
Section 1. ANNUAL MEETING |
1 | |||
Section 2. SPECIAL MEETINGS |
1 | |||
Section 3. PRESIDING OFFICER |
1 | |||
Section 4. PLACE OF MEETING |
1 | |||
Section 5. NOTICE OF MEETING |
2 | |||
Section 6. NOTICE OF ADJOURNED MEETING |
2 | |||
Section 7. WAIVER OF CALL AND NOTICE OF MEETING |
2 | |||
Section 8. QUORUM |
2 | |||
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING |
2 | |||
Section 10. VOTING ON MATTERS OTHER THAN ELECTION OF
DIRECTORS |
3 | |||
Section 11. VOTING FOR DIRECTORS |
3 | |||
Section 12. VOTING LISTS |
3 | |||
Section 13. VOTING OF SHARES |
3 | |||
Section 14. PROXIES |
3 | |||
Section 15. INFORMAL ACTION BY STOCKHOLDERS |
3 | |||
Section 16. INSPECTORS |
4 | |||
ARTICLE III Board of Directors |
4 | |||
Section 1. GENERAL POWERS |
4 | |||
Section 2. NUMBER, TENURE AND QUALIFICATIONS |
4 | |||
Section 3. ANNUAL MEETING |
4 | |||
Section 4. REGULAR MEETINGS |
4 | |||
Section 5. SPECIAL MEETINGS |
4 | |||
Section 6. PRESIDING OFFICER |
5 | |||
Section 7. NOTICE |
5 | |||
Section 8. QUORUM |
5 | |||
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING |
5 | |||
Section 10. MANNER OF ACTING |
5 |
i
Title | Page | |||
Section 10. REMOVAL |
5 | |||
Section 11. VACANCIES |
5 | |||
Section 12. COMPENSATION |
6 | |||
Section 13. PRESUMPTION OF ASSENT |
6 | |||
Section 14. INFORMAL ACTION BY BOARD |
6 | |||
Section 15. MEETING BY TELEPHONE, ETC |
6 | |||
ARTICLE IV Officers |
6 | |||
Section 1. NUMBER |
6 | |||
Section 2. APPOINTMENT AND TERM OF OFFICE |
6 | |||
Section 3. RESIGNATION |
7 | |||
Section 4. REMOVAL |
7 | |||
Section 5. VACANCIES |
7 | |||
Section 6. DUTIES OF OFFICERS |
7 | |||
Section 7. SALARIES |
7 | |||
Section 8. DELEGATION OF DUTIES |
7 | |||
Section 9. DISASTER EMERGENCY POWERS OF ACTING
OFFICERS |
7 | |||
ARTICLE V Executive and Other Committees |
8 | |||
Section 1. CREATION OF COMMITTEES |
8 | |||
Section 2. EXECUTIVE COMMITTEE |
8 | |||
Section 3. OTHER COMMITTEES |
8 | |||
Section 4. REMOVAL OR DISSOLUTION |
9 | |||
Section 5. VACANCIES ON COMMITTEES |
9 | |||
Section 6. MEETINGS OF COMMITTEES |
9 | |||
Section 7. ABSENCE OF COMMITTEE MEMBERS |
9 | |||
Section 8. QUORUM OF COMMITTEES |
9 | |||
Section 9. MANNER OF ACTING OF COMMITTEES |
9 | |||
Section 10. MINUTES OF COMMITTEES |
9 | |||
Section 11. COMPENSATION |
9 | |||
Section 12. INFORMAL ACTION |
9 | |||
ARTICLE VI Indemnification of Directors and Officers |
10 | |||
Section 1. GENERAL |
10 | |||
Section 2. ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION |
10 | |||
Section 3. OBLIGATION TO INDEMNIFY |
11 | |||
Section 4. DETERMINATION THAT INDEMNIFICATION IS
PROPER |
11 | |||
Section 5. EVALUATION AND AUTHORIZATION |
12 | |||
Section 6. PREPAYMENT OF EXPENSES |
12 |
ii
Title | Page | |||
Section 7. NONEXCLUSIVITY AND LIMITATIONS |
12 | |||
Section 8. CONTINUATION OF INDEMNIFICATION RIGHT |
12 | |||
Section 9. INSURANCE |
13 | |||
ARTICLE VII Interested Parties |
13 | |||
Section 1. GENERAL |
13 | |||
Section 2. APPROVAL BY DIRECTORS OR COMMITTEES |
13 | |||
Section 3. APPROVAL BY STOCKHOLDERS |
13 | |||
ARTICLE VIII Certificates of Stock |
14 | |||
Section 1. CERTIFICATES FOR SHARES |
14 | |||
Section 2. SIGNATURES OF PAST OFFICERS |
15 | |||
Section 3. TRANSFER AGENTS AND REGISTRARS |
15 | |||
Section 4. TRANSFER OF SHARES |
15 | |||
Section 5. LOST CERTIFICATES |
15 | |||
ARTICLE IX Record Date |
15 | |||
Section 1. RECORD DATE FOR STOCKHOLDER ACTIONS |
15 | |||
Section 2. RECORD DATE FOR DIVIDEND AND OTHER
DISTRIBUTIONS |
16 | |||
ARTICLE X Dividends |
16 | |||
ARTICLE XI Fiscal Year |
16 | |||
ARTICLE XII Seal |
17 | |||
ARTICLE XIII Stock in Other Corporations |
17 | |||
ARTICLE XIV Amendments |
17 | |||
ARTICLE XV Emergency By-laws |
17 | |||
Section 1. SCOPE OF EMERGENCY BY-LAWS |
17 | |||
Section 2. CALL AND NOTICE OF MEETING |
17 | |||
Section 3. QUORUM AND VOTING |
18 | |||
Section 4. APPOINTMENT OF TEMPORARY DIRECTORS |
18 | |||
Section 5. MODIFICATION OF LINES OF SUCCESSION |
18 | |||
Section 6. CHANGE OF PRINCIPAL OFFICE |
18 | |||
Section 7. LIMITATION OF LIABILITY |
19 | |||
Section 8. REPEAL AND CHANGE |
19 |
iii
AMENDED AND RESTATED BY-LAWS OF
CHICOS FAS, INC.
CHICOS FAS, INC.
ARTICLE I
Offices
Section 1. PRINCIPAL OFFICE. The principal office of the corporation shall be in the
County of Lee, and State of Florida.
Section 2. OTHER OFFICES. The corporation may also have offices at such other places
both within and without the State of Florida as the Board of Directors (Board) or Chief Executive
Officer (CEO) may from time to time determine or the business of the corporation may require.
ARTICLE II
Stockholders
Section 1. ANNUAL MEETING. The annual meeting of the stockholders shall be held
between January 1 and December 31, inclusive, in each year for the purpose of electing directors
and for the transaction of such other proper business as may come before the meeting, the exact
date to be established by the Board of Directors from time to time.
Section 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called, for
any purpose or purposes, by the Board of Directors, the Chairman of the Board, the CEO or the
President and shall be called by the CEO, the President or the Secretary if the holders of not less
than 25 percent or more of all the votes entitled to be cast on any issue proposed to be considered
at such special meeting sign, date and deliver to the corporations Secretary one or more written
demands for a special meeting, describing the purpose(s) for which it is to be held. Special
meetings of the stockholders of the corporation may not be called by any other person or persons.
Notice and call of any such special meeting shall state the purpose or purposes of the proposed
meeting, and business transacted at any special meeting of the stockholders shall be limited to the
purposes stated in the notice thereof.
Section 3. PRESIDING OFFICER. The Chairman of the Board of the corporation, or the
CEO if there shall not be a Chairman of the Board or if the Chairman of the Board shall not be
present and shall not have designated another director in his or her stead, or as the Chairman of
the Board should otherwise so direct, shall preside at each meeting of the stockholders.
Section 4. PLACE OF MEETING. The Board of Directors may designate any place, either
within or without the State of Florida, as the place of meeting for any annual or special meeting
of the stockholders. A waiver of notice signed by all stockholders entitled to vote at a meeting
may designate any place, either within or without the State of Florida, as the place for
Page 1
the holding of such meeting. If no designation is made, the place of meeting shall be the
principal office of the corporation.
Section 5. NOTICE OF MEETING. Written notice stating the place, day and hour of an
annual or special meeting and the purpose or purposes for which it is called shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting, except that no notice of a meeting need be given to any
stockholders for which notice is not required to be given under applicable law. Notice may be
delivered personally, via first-class United States mail, telegraph, teletype, facsimile or other
electronic transmission, or by private mail carriers handling nationwide mail services, by or at
the direction of the CEO, the President, the Secretary, the Board of Directors, or the person(s)
calling the meeting. Such notice shall be deemed delivered when hand delivered or sent postpaid
via U.S. mail to the stockholders address as it appears on the stock transfer books of the
corporation.
Section 6. NOTICE OF ADJOURNED MEETING. If an annual or special stockholders meeting
is adjourned to a different date, time, or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before an adjournment is taken,
and any business may be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, a new record date for the adjourned meeting is or must
be fixed under law, notice of the adjourned meeting must be given to persons who are stockholders
as of the new record date and who are otherwise entitled to notice of such meeting.
Section 7. WAIVER OF CALL AND NOTICE OF MEETING. Call and notice of any stockholders
meeting may be waived by any stockholder before or after the date and time stated in the notice.
Such waiver must be in writing signed by the stockholder and delivered to the corporation. Neither
the business to be transacted at nor the purpose of any special or annual meeting need be specified
in such waiver. A stockholders attendance at a meeting (a) waives such stockholders ability to
object to lack of notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(b) waives such stockholders ability to object to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter when it is presented.
Section 8. QUORUM. A majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the
stockholders. Once a share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a
new record date is or must be set for that adjourned meeting, and the withdrawal of stockholders
after a quorum has been established at a meeting shall not affect the validity of any action taken
at the meeting or any adjournment thereof.
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
Page 2
adjourned meeting at which a quorum shall be present or represented or deemed to be present or
represented, any business may be transacted which might have been transacted at the meeting as
originally noticed.
Section 10. VOTING ON MATTERS OTHER THAN ELECTION OF DIRECTORS. At any meeting at
which a quorum is present, action on any matter other than the election of directors shall be
approved if the votes cast by the holders of shares represented at the meeting and entitled to vote
on the subject matter favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by law.
Section 11. VOTING FOR DIRECTORS. Directors shall be elected as set forth in the
Companys Articles of Incorporation, as amended or restated from time to time.
Section 12. VOTING LISTS. At least ten (10) days prior to each meeting of
stockholders, the officer or agent having charge of the stock transfer books for shares of the
corporation shall make a complete list of the stockholders entitled to vote at such meeting, or any
adjournment thereof, with the address and the number, class and series (if any) of shares held by
each, which list shall be subject to inspection by any stockholder during normal business hours for
at least ten (10) days prior to the meeting. The list also shall be available at the meeting and
shall be subject to inspection by any stockholder at any time during the meeting or its
adjournment. The stockholders list shall be prima facie evidence as to who are the stockholders
entitled to examine such list or the transfer books or to vote at any meeting of the stockholders.
Section 13. VOTING OF SHARES. Each stockholder entitled to vote shall be entitled at
every meeting of the stockholders to one vote in person or by proxy on each matter for each share
of voting stock held by such stockholder. Such right to vote shall be subject to the right of the
Board of Directors to close the transfer books or to fix a record date for voting stockholders as
hereinafter provided.
Section 14. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy, executed in writing and delivered to the corporation in the original or transmitted via
telegram, or as a photographic, photostatic or equivalent reproduction of a written proxy by the
stockholder or by the stockholders duly authorized attorney-in-fact; but no proxy shall be valid
after eleven (11) months from its date, unless the proxy provides for a longer period. Each proxy
shall be filed with the Secretary of the corporation before or at the time of the meeting. In the
event that a proxy shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one is present, that one, shall have all of the powers
conferred by the proxy upon all the persons so designated, unless the instrument shall provide
otherwise.
Section 15. INFORMAL ACTION BY STOCKHOLDERS. Any action required or permitted to be
taken at a meeting of the stockholders may be taken only upon the vote of such stockholders at an
annual or special meeting duly called in accordance with the terms of this Article II and may not
be taken by written consent of such stockholders.
Page 3
Section 16. INSPECTORS. For each meeting of the stockholders, the Board of Directors,
the CEO or the President may appoint two inspectors to supervise the voting; and, if inspectors are
so appointed, all questions respecting the qualification of any vote, the validity of any proxy,
and the acceptance or rejection of any vote shall be decided by such inspectors. Before acting at
any meeting, the inspectors shall take an oath to execute their duties with strict impartiality and
according to the best of their ability. If any inspector shall fail to be present or shall decline
to act, the President shall appoint another inspector to act in his place. In case of a tie vote
by the inspectors on any question, the presiding officer shall decide the issue.
ARTICLE III
Board of Directors
Section 1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by 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 law, the Articles of Incorporation or these by-laws
directed or required to be exercised or done only by the stockholders.
Section 2. NUMBER, TENURE AND QUALIFI-CATIONS. The number of directors of the
corporation shall be not less than three (3) nor more than twelve (12), with the number of the same
to be fixed by the directors from time to time by an affirmative vote of a majority of the entire
Board of Directors or by the stockholders at any annual or special meeting. Each director shall
hold office until his term of office expires and until such directors successor shall have been
duly elected and shall have qualified, unless such director sooner dies, resigns or is removed by
the stockholders at any annual or special meeting. No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. It shall not be necessary for
directors to be stockholders. All directors shall be natural persons who are 18 years of age or
older.
Section 3. ANNUAL MEETING. At the time of the annual meeting of stockholders, the
Board of Directors shall hold its annual meeting at the same place as, and shortly before or
shortly following, such annual meeting of stockholders for the purpose of the election of the CEO,
President, Executive Vice Presidents, Chief Financial Officer, Treasurer, and Secretary and the
transaction of such other business as may come before the meeting; and, if a majority of the
directors are present at such place and time, no prior notice of such meeting shall be required to
be given to the directors. The place and time of such meeting may be varied by written consent of
all the directors.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall be determined from time to time by the Board
of Directors.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called
by the Chairman of the Board, if there be one, or by the CEO or President. The person or persons
authorized to call special meetings of the Board of Directors may fix the place for holding any
special meetings of the Board of Directors called by him or them, as the case may
Page 4
be. If no such designation is made, the place of meeting shall be the principal office of the
corporation.
Section 6. PRESIDING OFFICER. The Chairman of the Board of the corporation, or the
designated lead director if there shall not be a Chairman of the Board or the Chairman of the Board
should otherwise so direct, shall preside at each meeting of the Board of Directors. In the
absence of a Chairman of the Board and a designated lead director, the CEO shall preside at each
meeting of the Board of Directors.
Section 7. NOTICE. Whenever notice of a meeting is required, written notice stating
the place, day and hour of the meeting shall be delivered at least two (2) days prior thereto to
each director, either personally, or by first-class United States mail, telegraph, teletype,
facsimile or other form of electronic communication, or by private mail carriers handling
nationwide mail services. Any director may waive notice of any meeting, either before, at or after
such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened and so states at
the beginning of the meeting or promptly upon arrival at the meeting.
Section 8. QUORUM. A majority of the total number of directors as determined from
time to time to comprise the Board of Directors shall constitute a quorum.
Section 9. ADJOURNMENT: QUORUM FOR ADJOURNED MEETING. If less than a majority of the
total number of directors are present at a meeting, a majority of the directors so present may
adjourn the meeting from time to time without further notice. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been transacted at the
meeting as originally noticed.
Section 10. MANNER OF ACTING. If a quorum is present when a vote is taken, the act of
a majority of the directors present at the meeting shall be the act of the Board of Directors.
Section 11. REMOVAL. Any director may be removed by the stockholders for cause at any
meeting of the stockholders called expressly for that purpose, but such removal shall be without
prejudice to the contract rights, if any, of the person removed. Directors may not be removed by
the stockholders without cause. This by-law shall not be subject to change by the Board of
Directors.
Section 12. VACANCIES. Any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, though less than a quorum of the Board
of Directors, or by the stockholders, unless otherwise provided in the Articles of Incorporation.
Any director elected in accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship was created or the vacancy
occurred and until such directors successor shall have been elected and qualified. A director
elected to fill a vacancy shall be elected for the unexpired term of such directors predecessor in
office.
Page 5
Section 13. COMPENSATION. By resolution of the Board of Directors, the directors may
be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as
directors. No payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefore.
Section 14. PRESUMPTION OF ASSENT. A director of the corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless such director objects at the beginning of the
meeting (or promptly upon his arrival) to the holding of the meeting or the transacting of
specified business at the meeting or such director votes against such action or abstains from
voting in respect of such matter.
Section 15. INFORMAL ACTION BY BOARD. Any action required or permitted to be taken by
any provisions of law, the Articles of Incorporation or these by-laws at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting if each and every member of
the Board or of such committee, as the case may be, signs a written consent thereto and such
written consent is filed in the minutes of the proceedings of the Board of such committee, as the
case may be. Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date, in which case it is effective on
the date so specified.
Section 16. MEETING BY TELEPHONE, ETC. Directors or the members of any committee
thereof shall be deemed present at a meeting of the Board of Directors or of any such committee, as
the case may be, if the meeting is conducted using a conference telephone, video phone, webcast,
web conference, or similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time.
ARTICLE IV
Officers
Section 1. NUMBER. The officers of the corporation shall consist of a Chief Executive
Officer, a President, a Chief Financial Officer, one or more Executive Officers, a Secretary and a
Treasurer, each of whom shall be appointed by the Board of Directors. The Board of Directors may
also appoint a Chairman of the Board. The Chief Executive Officer, in turn, may appoint one or
more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers as the Chief
Executive Officer shall deem appropriate. The same individual may simultaneously hold more than
one office in the corporation.
Section 2. APPOINTMENT AND TERM OF OFFICE. The officers of the corporation shall be
appointed annually by the Board of Directors or the CEO, as the case may be, at the annual meeting.
If the appointment of officers shall not be made at such meeting, such appointment shall be made
as soon thereafter as is convenient. A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors. Each officer shall hold office until
such officers successor shall have been duly appointed and shall
Page 6
have qualified, unless such officer sooner dies, resigns or is removed by the Board of Directors or
by the CEO. The appointment of an officer does not itself create contract rights.
Section 3. RESIGNATION. An officer may resign at any time by delivering notice to the
corporation. A resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date. An officers resignation shall not affect the corporations
contract rights, if any, with the officer.
Section 4. REMOVAL. The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by the CEO, may likewise be removed
by the CEO. An officers removal shall not affect the officers contract rights, if any, with the
corporation.
Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled for the unexpired portion of the term by action of the
Board of Directors. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, to the extent the office is one that was appointed by the CEO, may
be filled for the unexpired portion of the term by action of the CEO.
Section 6. DUTIES OF OFFICERS. The Chief Executive Officer shall be the chief
executive officer of the corporation. The Secretary shall be responsible for preparing minutes of
the directors and stockholders meetings and for authenticating records of the corporation.
Subject to the foregoing, the officers of the corporation shall have such powers and duties as
ordinarily pertain to their respective offices and such additional powers and duties specifically
conferred by law, the Articles of Incorporation and these by-laws, or as may be assigned to them
from time to time by the Board of Directors, the CEO, or an officer authorized by either the Board
of Directors or the CEO to prescribe the duties of other officers.
Section 7. SALARIES. The salaries of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the
fact that the officer is also a director of the corporation.
Section 8. DELEGATION OF DUTIES. In the absence or disability of any officer of the
corporation or for any other reason deemed sufficient by the Board of Directors, the Board may
delegate the powers or duties of such officer to any other officer or to any director for the time
being. In the absence or disability of any officer of the corporation appointed by the CEO or for
any other reason deemed sufficient by the CEO, the CEO may delegate the powers or duties of any
such officer appointed by the CEO to any other officer or to any director for the time being.
Section 9. DISASTER EMERGENCY POWERS OF ACTING OFFICERS. Unless otherwise expressly
prescribed by action of the Board of Directors taken pursuant to Article XV of these by-laws, if,
as a result of some catastrophic event, a quorum of the corporations directors cannot readily be
assembled and the Chief Executive Officer is unable to perform the duties of the office of Chief
Executive Officer and/or other officers are unable to perform their duties, (a) the powers and
duties of Chief Executive Officer shall be held and performed by that
Page 7
officer of the corporation highest on the list of successors (adopted by the Board of Directors for
such purpose) who shall be available and capable of holding and performing such powers and duties;
and, absent any such prior designation, by the President; or, if the President is not available and
capable of holding and performing such powers and duties, then by that Vice President who shall be
available and capable of holding and performing such powers and duties whose surname commences with
the earliest letter of the alphabet among all such Vice Presidents; or, if no Vice President is
available and capable of holding and performing such powers and duties, then by the Secretary; or,
if the Secretary is likewise unavailable, by the Treasurer; (b) the officer so selected to hold and
perform such powers and duties shall serve as Acting Chief Executive Officer until the Chief
Executive Officer again becomes capable of holding and performing the powers and duties of Chief
Executive Officer, or until the Board of Directors shall have elected a new Chief Executive Officer
or designated another individual as Acting Chief Executive Officer; (c) such officer (or the chief
Executive Officer, if such person is still serving) shall have the power, in addition to all other
powers granted to the Chief Executive officer by law, the Articles of Incorporation, these by-laws
and the Board of Directors, to appoint acting officers to fill vacancies that may have occurred,
either permanently or temporarily, by reason of such disaster or emergency, each of such acting
appointees to serve in such capacity until the officer for whom the acting appointee is acting is
capable of performing the duties of such office, or until the Board of Directors shall have
designated another individual to perform such duties or shall have elected or appointed another
person to fill such office; (d) each acting officer so appointed shall be entitled to exercise all
powers invested by law, the Articles of Incorporation, these by-laws and the Board of Directors in
the office in which such person is serving; and (e) anyone transacting business with the
corporation may rely upon a certificate signed by any two officers of the corporation that a
specified individual has succeeded to the powers and duties of the Chief Executive Officer or such
other specified office. Any person, firm, corporation or other entity to which such certificate
has been delivered by such officers may continue to rely upon it until notified of a change by
means of a writing signed by two officers of this corporation.
ARTICLE V
Executive and Other Committees
Section 1. CREATION OF COMMITTEES. The Board of Directors may designate an Executive
Committee and one or more other committees, each to consist of two (2) or more of the directors of
the corporation.
Section 2. EXECUTIVE COMMITTEE. The Executive Committee, if there shall be one, shall
consult with and advise the officers of the corporation in the management of its business, and
shall have, and may exercise, such powers of the Board of Directors as can be lawfully delegated by
the Board.
Section 3. OTHER COMMITTEES. Such other committees, to the extent provided in the
resolution or resolutions creating them, shall have such functions and may exercise such powers of
the Board of Directors as can be lawfully delegated and as more particularly set forth in any
charter for such Committee and in the Companys Corporate Governance Guidelines.
Page 8
Section 4. REMOVAL OR DISSOLUTION. Any Committee of the Board of Directors may be
dissolved by the Board at any meeting; and any member of such committee may be removed by the Board
of Directors with or without cause. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 5. VACANCIES ON COMMITTEES. Vacancies on any committee of the Board of
Directors shall be filled by the Board of Directors at any regular or special meeting.
Section 6. MEETINGS OF COMMITTEES. Regular meetings of any committee of the Board of
Directors may be held without notice at such time and at such place as shall from time to time be
determined by such committee and special meetings of any such committee may be called by any member
thereof upon two (2) days notice of the date, time and place of the meeting given to each of the
other members of such committee, or on such shorter notice as may be agreed to in writing by each
of the other members of such committee, given either personally or in the manner provided in
Section 6 of Article III of these by-laws (pertaining to notice for directors meetings).
Section 7. ABSENCE OF COMMITTEE MEMBERS. The Board of Directors may designate one or
more directors as alternate members of any committee of the Board of Directors, who may replace at
any meeting of such committee, any member not able to attend.
Section 8. QUORUM OF COMMITTEES. At all meetings of committees of the Board of
Directors, a majority of the total number of members of the committee as determined from time to
time shall constitute a quorum for the transaction of business.
Section 9. MANNER OF ACTING OF COMMITTEES. If a quorum is present when a vote is
taken, the act of a majority of the members of any committee of the Board of Directors present at
the meeting shall be the act of such committee.
Section 10. MINUTES OF COMMITTEES. Each committee of the Board of Directors shall
keep regular minutes of its proceedings and report the same to the Board of Directors when
required.
Section 11. COMPENSATION. Members of any committee of the Board of Directors may be
paid compensation in accordance with the provisions of Section 12 of Article III of these by-laws
(pertaining to compensation of directors).
Section 12. INFORMAL ACTION. Any committee of the Board of Directors may take such
informal action and hold such informal meetings as allowed by the provisions of Sections 14 and 15
of Article III of these by-laws.
Page 9
ARTICLE VI
Indemnification of Directors and Officers
Section 1. GENERAL.
(a) To the fullest extent permitted by law from time to time, and consistent with the
principles set forth in Section 1(b) below, the corporation shall be entitled but not obligated to
indemnify any person who is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding (other than an action by or in the
right of the corporation), whether civil, criminal, administrative, investigative or otherwise, and
whether formal or informal, by reason of the fact that such person 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, partnership, joint venture, trust or other enterprise.
(b) Any person for whom indemnification is authorized under Section 1(a) above shall be
indemnified against all liabilities, judgments, amounts paid in settlement, penalties, and fines
(including attorneys fees, paralegals fees and court costs) actually and reasonably incurred in
connection with any such action, suit or other proceeding, including any appeal thereof.
Indemnification shall be available only if the person to be indemnified acted in good faith and in
a manner such 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 such persons conduct was unlawful. The termination of any such action, suit or other
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner that such 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 such persons conduct was unlawful.
Section 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.
(a) To the fullest extent permitted by law from time to time, and consistent with the
principles set forth in Section 2(b) below the corporation shall be entitled but not obligated to
indemnify any person who is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit, or other type of proceeding (as further described in Section 1
of this Article VI) by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person 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, partnership, joint venture, trust or other enterprise.
(b) Any person for whom indemnification is authorized under Section 2(a) above shall be
indemnified against expenses (including attorneys fees, paralegals fees and court costs) and
amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated
expenses of litigating the action, suit or other proceeding to conclusion, that are actually and
reasonably incurred in connection with the defense or settlement of such action, suit
Page 10
or other proceeding, including any appeal thereof. Indemnification shall be available only if
the person to be indemnified acted in good faith and in a manner such person reasonably believed to
be in, or not opposed to, the best interests of the corporation. Notwithstanding the foregoing, no
indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the extent that, the
court in which such action, suit or other proceeding was brought, or any other court of competent
jurisdiction, 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
indemnification for such expenses that such court shall deem proper.
Section 3. OBLIGATION TO INDEMNIFY. To the extent that a director or officer has been
successful on the merits or otherwise in defense of any action, suit or other proceeding referred
to in Section 1 or Section 2 of this Article VI, or in the defense of any claim, issue or matter
therein, such person shall, upon application, be indemnified against expenses (including attorneys
fees, paralegals fees and court costs) actually and reasonably incurred by such person in
connection therewith.
Section 4. DETERMINATION THAT INDEMNIFICATION IS PROPER. Indemnification pursuant to
Section 1 or Section 2 of this Article VI, unless made under the provisions of Section 3 of this
Article VI or unless otherwise made pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that the indemnification
is proper in the circumstances because the indemnified person has met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article VI. Such determination shall be made
under one of the following procedures:
(a) by the Board of directors by a majority vote of a quorum consisting of directors who were
not parties to the action, suit or other proceeding to which the indemnification relates;
(b) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee
duly designated by the Board of Directors (the designation being one in which directors who are
parties may participate) consisting solely of two or more directors not at the time parties to such
action, suit or other proceeding;
(c) by independent legal counsel (i) selected by the Board of Directors in accordance with the
requirements of subsection (a) or by a committee designated under subsection (b) or (ii) if a
quorum of the directors cannot be obtained and a committee cannot be designated, selected by
majority vote of the full Board of Directors (the vote being one in which directors who are parties
may participate); or
(d) by the stockholders by a majority vote of a quorum consisting of stockholders who were not
parties to such action, suit or other proceeding or, if no such quorum is obtainable, by a majority
vote of stockholders who were not parties to such action, suit or other proceeding.
Page 11
Section 5. EVALUATION AND AUTHORIZATION. Evaluation of the reasonableness of expenses
and authorization of indemnification shall be made in the same manner as is prescribed in Section 4
of this Article VI for the determination that indemnification is permissible; provided, however,
that if the determination as to whether indemnification is permissible is made by independent legal
counsel, the persons who selected such independent legal counsel shall be responsible for
evaluating the reasonableness of expenses and may authorize indemnification.
Section 6. PREPAYMENT OF EXPENSES. Expenses (including attorneys fees, paralegals
fees and court costs) incurred by a director or officer in defending a civil or criminal action,
suit or other proceeding referred to in Section 1 or Section 2 of this Article VI may, in the
discretion of the Board of Directors, be paid by the corporation in advance of the final
disposition thereof. Any such payment shall be made only upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if such person is ultimately found not to
be entitled to indemnification by the corporation pursuant to this Article VI.
Section 7. NONEXCLUSIVITY AND LIMITATIONS. The indemnification and advancement of
expenses provided pursuant to this Article VI shall not be deemed exclusive of any other rights to
which a person may be entitled under any law, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in such persons official capacity and as
to action in any other capacity while holding office with the corporation. Such indemnification
and advancement of expenses shall continue as to any person who has ceased to be a director or
officer and shall inure to the benefit of such persons heirs and personal representatives. The
Board of Directors may, at any time, approve indemnification of or advancement of expenses to any
other person that the corporation has the power by law to indemnify, including, without limitation,
employees and agents of the corporation. In all cases not specifically provided for in this
Article VI, indemnification or advancement of expenses shall not be made to the extent that such
indemnification or advancement of expenses is expressly prohibited by law.
Section 8. CONTINUATION OF INDEMNIFICATION RIGHT.
(a) Unless expressly otherwise provided when authorized or ratified by this corporation,
indemnification and advancement of expenses as provided for in this Article VI shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors, and administrators of such person.
(b) For purposes of this Article VI, the term corporation includes, in addition to the
resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger, so that any person who is or was a director or officer of a
constituent corporation, or is or was serving at the request of a constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, is in the same position under this Article VI with respect to the resulting or
surviving corporation as such person would have been with respect to such constituent corporation
if its separate existence had continued.
Page 12
Section 9. INSURANCE. 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 who 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 such person and incurred by such person in any such capacity or arising out of such
persons status as such, whether or not the corporation would have the power to indemnify such
person against the liability under Section 1 or Section 2 of this Article VI or under applicable
law.
ARTICLE VII
Interested Parties
Section 1. GENERAL. No contract or other transaction between the corporation and any
one or more of its directors or any other corporation, firm, association or entity in which one or
more of its directors are directors or officers or are financially interested shall be either void
or voidable because of such relationship or interest, because such director of directors were
present at the meeting of the Board of Directors or of a committee thereof which authorizes,
approves or ratifies such contract or transaction or because such directors or directors votes
are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the votes or consents
of such interested directors; (b) the fact of such relationship or interest is disclosed or known
to the stockholders entitled to vote on the matter, and they authorize, approve or ratify such
contract or transaction by vote or written consent; or (c) the contract or transaction is fair and
reasonable as to the corporation at the time it is authorized by the Board of Directors, a
committee thereof or the stockholders.
Section 2. APPROVAL BY DIRECTORS OR COMMITTEES. For purposes of Section 1(a) of
this Article VII, a conflict of interest transaction shall be authorized, approved, or ratified if
it receives the affirmative vote of a majority of the directors on the Board of Directors, or on
the committee, who have no relationship or interest in the transaction described in Section 1 of
this Article VII, but a transaction may not be authorized, approved, or ratified under this Section
by a single director. If a majority of the directors who have no such relationship or interest in
the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the
purpose of taking action under this Section. The presence of, or a vote cast by, a director with
such relationship or interest in the transaction does not affect the validity of any action taken
under Section 1(a) of this Article VII if the transaction is otherwise authorized, approved, or
ratified as provided in that Section, but such presence or vote of those directors may be counted
for purposes of determining whether the transaction is approved under other applicable law.
Section 3. APPROVAL BY STOCKHOLDERS. For purposes of Section 1(b) of this Article
VII, a conflict of interest transaction shall be authorized, approved or ratified if it receives
the vote of a majority of the shares entitled to be counted under this Section 3. Shares owned by
or voted under the control of a director who has a relationship or interest in the
Page 13
transaction described in Section 1 of this Article VII may not be counted in a vote of stockholders
to determine whether to authorize, approve or ratify a conflict of interest transaction under
Section 1(b) of this Article VII. The vote of the shares owned by or voted under the control of a
director who has a relationship or interest in the transaction described in Section 1 of this
Article VII, shall be counted, however, in determining whether the transaction is approved under
other sections of the corporations by-laws and applicable law. A majority of those shares that
would be entitled, if present, to be counted in a vote on the transaction under this Section 3
shall constitute a quorum for the purpose of taking action under this Section 3.
ARTICLE VIII
Certificates of Stock
Section 1. CERTIFICATES FOR SHARES. Shares shall either be represented by
certificates or shall be uncertificated and represented by book entry registered in the name of the
stockholder on the books and records of the corporation or its transfer agent. At the direction of
the corporation to its transfer agent and absent a specific request for a certificate by the
registered stockholder or transferee thereof, all shares of the corporation shall be in
uncertificated, book entry form upon the original issuance thereof by the corporation or upon the
surrender of the certificate representing such shares to the corporation, in accordance with a
Direct Registration System approved by the Securities and Exchange Commission and by the New York
Stock Exchange or any securities exchange on which the stock of the corporation may from time to
time be traded.
The rights and obligations of stockholders shall be identical whether or not their shares are
represented by certificates. If shares are represented by certificates, each certificate shall be
in such form as the Board of Directors may from time to time prescribe, signed (either manually or
in facsimile) by the President or a Vice President (and may be signed (either manually or in
facsimile) by the Secretary or an Assistant Secretary and sealed with the seal of the corporation
or its facsimile), exhibiting the holders name, certifying the number of shares owned and stating
such other matters as may be required by law. The certificates shall be numbered and entered on
the books of the corporation as they are issued. If shares are not represented by certificates,
then, within a reasonable time after issue or transfer of shares without certificates, the
corporation shall send the stockholder a written statement in such form as the Board of Directors
may from time to time prescribe, certifying as to the number of shares owned by the stockholder and
as to such other information as would have been required to be on certificates for such shares.
If and to the extent the corporation is authorized to issue shares of more than one class or
more than one series of any class, every certificate representing shares shall set forth or fairly
summarize upon the face or back of the certificate, or shall state that the corporation will
furnish to any stockholder upon request and without charge a full statement of:
(a) The designations, relative rights, preferences and limitations of the shares of each class
or series authorized to be issued.
Page 14
(b) The variations in rights, preferences and limitations between the shares of each such
series, if the corporation is authorized to issue any preferred or special class in series insofar
as the same have been fixed and determined.
(c) The authority of the Board of Directors to fix and determine the variations, relative
rights and preferences of future series.
Section 2. SIGNATURES OF PAST OFFICERS. If the person who signed (either manually or
in facsimile) a share certificate no longer holds office when the certificate is issued, the
certificate shall nevertheless be valid.
Section 3. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its
discretion, appoint responsible banks or trust companies in such city or cities as the Board may
deem advisable from time to time to act as transfer agents and registrars of the stock of the
corporation; and, when such appointments shall have been made, no stock certificate shall be valid
until countersigned by one of such transfer agents and registered by one of such registrars.
Section 4. TRANSFER OF SHARES. Transfers of shares of the corporation shall be made
upon its books by the holder of the shares in person or by the holders lawfully constituted
representative, upon surrender of the certificate of stock for cancellation if such shares are
represented by a certificate of stock or by delivery to the corporation of such evidence of
transfer as may be required by the corporation if such shares are not represented by certificates.
The person in whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Florida.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the
corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or the owners legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE IX
Record Date
Section 1. RECORD DATE FOR STOCKHOLDER ACTIONS. The Board of Directors is authorized
from time to time to fix in advance a date, not more than seventy (70) nor
Page 15
less than ten (10) days before the date of any meeting of the stockholders, a date in connection
with the obtaining of the consent of stockholders for any purpose, or the date of any other action
requiring a determination of the stockholders, as the record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof
(unless a new record date must be established by law for such adjourned meeting), or of the
stockholders entitled to give such consent or take such action, as the case may be. In no event
may a record date so fixed by the Board of Directors precede the date on which the resolution
establishing such record date is adopted by the Board of Directors. Only those stockholders listed
as stockholders of record as of the close of business on the date so fixed as the record date shall
be entitled to notice of and to vote at such meeting and any adjournment thereof, or to exercise
such rights or to give such consent, as the case may be, notwithstanding any transfer of any stock
on the books of the corporation after any such record date fixed as aforesaid. If the Board of
Directors fails to establish a record date as provided herein, the record date shall be deemed to
be the date ten (10) days prior to the date of the stockholders meeting.
Section 2. RECORD DATE FOR DIVIDEND AND OTHER DISTRIBUTIONS. The Board of Directors
is authorized from time to time to fix in advance a date as the record date for the determination
of the stockholders entitled to receive a dividend or other distribution. Only those stockholders
listed as stockholders of record as of the close of business on the date so fixed as the record
date shall be entitled to receive the dividend or other distribution, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid. If the Board of Directors fails to establish a record date as provided
herein, the record date shall be deemed to be the date of authorization of the dividend or other
distribution.
ARTICLE X
Dividends
The Board of Directors may from time to time declare, and the corporation may pay, dividends
on its outstanding shares of capital stock in the manner and upon the terms and conditions provided
by the Articles of Incorporation and by law. Subject to the provisions of the Articles of
Incorporation and to law, dividends may be paid in cash or property, including shares of stock or
other securities of the corporation.
ARTICLE XI
Fiscal Year
The fiscal year of the corporation shall be the period selected by the Board of Directors as
the taxable year of the corporation for federal income tax purposes, unless the Board of Directors
specifically establishes a different fiscal year.
Page 16
ARTICLE XII
Seal
The corporate seal shall have the name of the corporation, the word SEAL and the year of
incorporation inscribed thereon, and may be a facsimile, engraved, printed or impression seal. An
impression of said seal appears on the margin hereof.
ARTICLE XIII
Stock in Other Corporations
Shares of stock in other corporations held by the corporation shall be voted by such officer
or officers or other agent of the corporation as the Board of Directors shall from time to time
designate for the purpose or by a proxy thereunto duly authorized by said Board.
ARTICLE XIV
Amendments
These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Board
of Directors; provided that any by-law or amendment thereto as adopted by the Board of Directors
may be altered, amended or repealed by vote of the stockholders entitled to vote thereon, or a new
by-law in lieu thereof may be adopted by the stockholders, and the stockholders may prescribe in
any by-law made by them that such by-law shall not be altered, amended or repealed by the Board of
Directors.
ARTICLE XV
Emergency By-laws
Section 1. SCOPE OF EMERGENCY BY-LAWS. The emergency by-laws provided in this Article
XV shall be operative during any emergency, notwithstanding any different provision set forth in
the preceding articles hereof of the Articles of Incorporation. For purposes of the emergency
by-law provisions of this Article XV, an emergency shall exist if a quorum of the corporations
directors cannot readily be assembled because of some catastrophic event. To the extent not
inconsistent with the provisions of this Article, the by-laws provided in the preceding Articles
shall remain in effect during such emergency and upon termination of such emergency, these
emergency by-laws shall cease to be operative.
Section 2. CALL AND NOTICE OF MEETING. During any emergency, a meeting of the Board
of Directors may be called by any officer or director of the corporation. Notice of the date, time
and place of the meeting shall be given by the person calling the meeting to such of the directors
as it may be feasible to reach by any available means of communication. Such
Page 17
notice shall be given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.
Section 3. QUORUM AND VOTING. At any such meeting of the Board of Directors, a quorum
shall consist of any one or more directors, and the act of the majority of the directors present at
such meeting shall be the act of the corporation.
Section 4. APPOINTMENT OF TEMPORARY DIRECTORS.
(a) The director or directors who are able to be assembled at a meeting of directors during an
emergency may assemble for the purpose of appointing, if such directors deem it necessary, one or
more temporary directors (the Temporary Directors) to serve as directors of the corporation
during the term of any emergency.
(b) If no directors are able to attend a meeting of directors during an emergency, then such
stockholders as may reasonably be assembled shall have the right, by majority vote of those
assembled, to appoint Temporary Directors to serve on the Board of Directors until the termination
of the emergency.
(c) If no stockholders can reasonably be assembled in order to conduct a vote for Temporary
Directors, then the President or his successor, as determined pursuant to Section 9 of Article IV
herein shall be deemed a Temporary Director of the corporation, and such President or his
successor, as the case may be, shall have the right to appoint additional Temporary Directors to
serve with him on the Board of Directors of the corporation during the term of the emergency.
(d) Temporary Directors shall have all of the rights, duties and obligations of directors
appointed pursuant to Article III hereof, provided, however, that a Temporary Director may be
removed from the Board of Directors at any time by the person or persons responsible for appointing
such Temporary Director, or by vote of the majority of the stockholders present at any meeting of
the stockholders during an emergency, and, in any event, the Temporary Director shall automatically
be deemed to have resigned from the Board of Directors upon the termination of the emergency in
connection with which the Temporary Director was appointed.
Section 5. MODIFICATION OF LINES OF SUCCESSION. During any emergency, the Board of
Directors may provide, and from time to time modify, lines of succession different from that
provided in Section 9 of Article IV in the event that during such an emergency any or all officers
or agents of the corporation shall for any reason be rendered incapable of discharging their
duties.
Section 6. CHANGE OF PRINCIPAL OFFICE. The Board of Directors may, either before or
during any such emergency, and effective during such emergency, change the principal office of the
corporation or designate several alternative head offices or regional offices, or authorize the
officers of the corporation to do so.
Page 18
Section 7. LIMITATION OF LIABILITY. No officer, director or employee acting in
accordance with these emergency by-laws during an emergency shall be liable except for willful
misconduct.
Section 8. REPEAL AND CHANGE. These emergency by-laws shall be subject to repeal or
change by further action of the Board of Directors or by action of the stockholders, but no such
repeal or change shall modify the provisions of Section 6 above with regard to actions taken prior
to the time of such repeal or change. Any amendment of these emergency by-laws may make any
further or different provision that may be practical or necessary under the circumstances of the
emergency.
Page 19