Attached files
file | filename |
---|---|
10-K - FORM 10-K - Artistry Publications Inc | g23928e10vk.htm |
EX-5.2 - EX-5.2 - Artistry Publications Inc | g23928exv5w2.htm |
EX-99.5 - EX-99.5 - Artistry Publications Inc | g23928exv99w5.htm |
EX-31.1 - EX-31.1 - Artistry Publications Inc | g23928exv31w1.htm |
EX-99.3 - EX-99.3 - Artistry Publications Inc | g23928exv99w3.htm |
EX-99.4 - EX-99.4 - Artistry Publications Inc | g23928exv99w4.htm |
EX-32.1 - EX-32.1 - Artistry Publications Inc | g23928exv32w1.htm |
EX-31.2 - EX-31.2 - Artistry Publications Inc | g23928exv31w2.htm |
EX-99.6 - EX-99.6 - Artistry Publications Inc | g23928exv99w6.htm |
EX-10.13 - EX-10.13 - Artistry Publications Inc | g23928exv10w13.htm |
EX-10.14 - EX-10.14 - Artistry Publications Inc | g23928exv10w14.htm |
Exhibit 3.3
AMENDED AND RESTATED BY-LAWS
ARTICLE I
The Corporation
Section 1. Name. The legal name of this corporation (hereinafter called the
Corporation) is China Redstone Group, Inc.
Section 2. Offices. The Corporation shall have its principal office in the State
of Delaware. The Corporation may also have offices at such other places within and without the
United States as the Board of Directors may from time to time appoint or the business of the
Corporation may require.
Section 3. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words Corporate Seal, Delaware. One or more
duplicate dies for impressing such seal may be kept and used.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings. All meetings of the shareholders shall be held at
the principal office of the Corporation in the State of Delaware or at such other place, within or
without the State of Delaware, as is fixed in the notice of the meeting.
Section 2. Annual Meeting. An annual meeting of the shareholders of the
Corporation for the election of directors and the transaction of such other business as may
properly come before the meeting shall be held on the 1st day of February in each year if not a
legal holiday, and if a legal holiday, then on the next secular day. If for any reason any annual
meeting shall not be held at the time herein specified, the same may be held at any time thereafter
upon notice, as herein provided, or the business thereof may be transacted at any special meeting
called for the purpose.
Section 3. Special Meetings. Special meetings of shareholders may be called by
the President whenever he deems it necessary or advisable. A special meeting of the shareholders
shall be called by the President whenever so directed
in writing by a majority of the entire Board of Directors or whenever the holders of one-third
(1/3) of the number of shares of the capital stock of the Corporation entitled to vote at such
meeting shall, in writing, request the same.
Section 4. Notice of Meetings. Notice of the time and place of the annual and of
each special meeting of the shareholders shall be given to each of the shareholders entitled to
vote at such meeting by mailing the same in a postage prepaid wrapper addressed to each such
shareholders at his address as it appears on the books of the Corporation, or by delivering the
same personally to any such shareholder in lieu of such mailing, at least ten (10) and not more
than fifty (50) days prior to each meeting. Meetings may be held without notice if all of the
shareholders entitled to vote thereat are present in person or by proxy, or if notice thereof is
waived by all such shareholders not present in person or by proxy, before or after the meeting.
Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the
United States mail. If a meeting is adjourned to another time, not more than thirty (30) days
hence, or to another place, and if an announcement of the adjourned time or place is made at the
meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment fix a new record date for the adjourned meeting. Notice of the annual
and each special meeting of the shareholders shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting, and shall state the name and capacity of
each such person. Notice of each special meeting shall also state the purpose or purposes for
which it has been called. Neither the business to be transacted at nor the purpose of the annual
or any special meeting of the shareholders need be specified in any written waiver of notice.
Section 5. Record Date for Shareholders. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting, or for the purpose
of determining shareholders entitled to receive payment of any dividend or other distribution or
the allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than fifty (50) days nor less
than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any
other action. If no record date is fixed, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day on which the meeting
is held; the record date for determining shareholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written
consent is expressed; and the record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of shareholders of record entitled to notice of or to vote at
any meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Proxy Representation. Every shareholder may authorize another person
or persons to act for him by proxy in all matters in which a shareholder is entitled to
participate, whether by waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed by the shareholder or
by his attorney-in-fact. No proxy shall be voted or acted upon after eleven (11) months from its
date unless such proxy provides for a longer period. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided in Section 608 of the
Delaware Business Corporation Law.
Section 7. Voting at Shareholders Meetings. Each share of stock shall entitle
the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action shall be authorized by a majority of the votes cast except where the
Delaware York Business Corporation Law prescribes a different percentage of votes or a different
exercise of voting power. In the election of directors, and for any other action, voting need not
be by ballot.
Section 8. Quorum and Adjournment. Except for a special election of directors
pursuant to the Delaware Business Corporation Law, the presence, in person or by proxy, of the
holders of a majority of the shares of the stock of the Corporation outstanding and entitled to
vote thereat shall be requisite and shall constitute a quorum at any meeting of the shareholders.
When a quorum is once present to organize a meeting, it shall not be broken by the subsequent
withdrawal of any shareholders. If at any meeting of the shareholders there shall be less than a
quorum so present, the shareholders present in person or by proxy and entitled to vote thereat, may
adjourn the meeting from time to time until a quorum shall be present, but no business shall be
transacted at any such adjourned meeting except such as might have been lawfully transacted had the
meeting not adjourned.
Section 9. List of Shareholders. The officer who has charge of the stock ledger
of the Corporation shall prepare, make and certify, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders, as of the record date fixed for such meeting,
arranged in alphabetical order, and showing the address of each shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to the examination of
any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may be inspected by
any shareholder who is present. If the right to vote at any meeting is challenged, the inspectors
of election, if any, or the person presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such meeting, and all
persons who appear from such list to be shareholders entitled to vote thereat may vote at such
meeting.
Section 10. Inspectors of Election. The Board of Directors, in advance of
any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at
the meeting may, and at the request of any shareholder entitled to vote thereat shall, appoint one
or more inspectors. In case any person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of
the inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person presiding at the
meeting or any shareholder entitled to vote thereat, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by him or them and execute
a certificate of any fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 11. Action of the Shareholders Without Meetings. Any action which may be
taken at any annual or special meeting of the shareholders may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all outstanding shares
entitled to vote thereon. Written consent thus given by the holders of all outstanding shares
entitled to vote shall have the same effect as a unanimous vote of the shareholders.
ARTICLE III
Directors
Section 1. Number of Directors. The number of directors which shall constitute
the entire Board of Directors shall be at least one (1). Subject to the foregoing limitation, such
number may be fixed from time to time by action of a majority of the entire Board of Directors or
of the shareholders at an annual or special meeting, or, if the number of directors is not so
fixed, the number shall be one (1) or shall be equal to the number of shareholders, but not less
than one (1). No decrease in the number of directors shall shorten the term of any incumbent
director.
Section 2. Election and Term. The initial Board of Directors shall be elected by
the incorporator and each initial director so elected shall hold office until the first annual
meeting of shareholders and until his successor has been elected and qualified. Thereafter, each
director who is elected at an annual meeting of shareholders, and each director who is elected in
the interim to fill a vacancy or a newly created directorship, shall hold office until the next
annual meeting of shareholders and until his successor has been elected and qualified.
Section 3. Filling Vacancies, Resignation and Removal. Any director may tender
his resignation at any time. Any director or the entire Board of Directors may be removed, with or
without cause, by vote of the shareholders. In the interim between annual meetings of shareholders
or special meetings of shareholders called for the election of directors or for the removal of one
or more directors and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting
from the resignation or removal of directors for cause or without cause, may be filled by the vote
of a majority of the remaining directors then in office, although less than a quorum, or by the
sole remaining director.
Section 4. Qualifications and Powers. Each director shall be at least eighteen
(18) years of age. A director need not be a shareholder, a citizen of the United States or a
resident of the State of Delaware. The business of the Corporation shall be managed by the Board
of Directors, subject to the provisions of the Certificate of Incorporation. In addition to the
powers and authorities by these By-Laws expressly conferred upon it, the Board may exercise all
such powers of the Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done
exclusively by the shareholders.
Section 5. Regular and Special Meetings of the Board. The Board of Directors may
hold its meetings, whether regular or special, either within or without the State of Delaware. The
newly elected Board may meet at such place
and time as shall be fixed by the vote of the
shareholders at the annual meeting, for the purpose of organization or
otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a majority of the entire Board shall be present; or
they may meet at such place and time as shall be fixed by the consent in writing of all directors.
Regular meetings of the Board may be held with or without notice at such time and place as shall
from time to time be determined by resolution of the Board. Whenever the time or place of regular
meetings of the Board shall have been determined by resolution of the Board, no regular meetings
shall be held pursuant to any resolution of the Board altering or modifying its previous resolution
relating to the time or place of the holding of regular meetings, without first giving at least
three (3) days written notice to each director, either personally or by telegram, or at least five
(5) days written notice to each director by mail, of the substance and effect of such new
resolution relating to the time and place at which regular meetings of the Board may thereafter be
held without notice. Special meetings of the Board shall be held whenever called by the President,
Vice-President, the Secretary or any director in writing. Notice of each special meeting of the
Board shall be delivered personally to each director or sent by telegraph to his residence or usual
place of business at least three (3) days before the meeting, or mailed to him to his residence or
usual place of business at least five (5) days before the meeting. Meetings of the Board, whether
regular or special, may be held at any time and place, and for any purpose, without notice, when
all the directors are present or when all directors not present shall, in writing, waive notice of
and consent to the holding of such meeting, which waiver and consent may be given after the holding
of such meeting. All or any of the directors may waive notice of any meeting and the presence of a
director at any meeting of the Board shall be deemed a waiver of notice thereof by him. A notice,
or waiver of notice, need not specify the purpose or purposes of any regular or special meeting of
the Board.
Section 6. Quorum and Action. A majority of the entire Board of Directors
shall constitute a quorum except that when the entire Board consists of one director, then one
director shall constitute a quorum, and except that when a vacancy or vacancies prevents such
majority, a majority of the directors in office shall constitute a quorum, provided that such
majority shall constitute at least one-third (1/3) of the entire Board. A majority of the
directors present, whether or not they constitute a quorum, may adjourn a meeting to another time
and place. Except as herein otherwise provided, and except as otherwise provided by the Delaware
Business Corporation Law, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board.
Section 7. Telephonic Meetings. Any member or members of the Board of Directors,
or of any committee designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by
means of conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, and participation in a meeting by
such means shall constitute presence in person at such meeting.
Section 8. Action Without a Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 9. Compensation of Directors. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, for attendance at each regular or special meeting
of the Board or of any committee designated by the Board and may be paid a fixed sum for attendance
at such meeting, or a stated salary as director, or both. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other capacity and receiving
compensation therefor; provided, however, that directors who are also salaried officers shall not
receive fees or salaries as directors.
ARTICLE IV
Committees
Section 1. In General. The Board of Directors may, by resolution or resolutions
passed by the affirmative vote therefore of a majority of the entire Board, designate an Executive
Committee and such other committees as the Board may from time to time determine, each to consist
of one (1) or more directors, and each of which, to the extent provided in the resolution or in the
Certificate of Incorporation or in the By-Laws, shall have all the powers of the Board, except that
no such Committee shall have power to fill vacancies in the Board, or to change the membership of
or to fill vacancies in any committee, or to make, amend, repeal or adopt By-Laws of the
Corporation, or to submit to the shareholders any action that needs shareholder approval under
these By-Laws or the Delaware Business Corporation Law, or to fix the compensation of the directors
for serving on the Board or any committee thereof, or to amend or repeal any resolution of the
Board which by its terms shall not be so amendable or repealable. Each committee shall serve at
the pleasure of the Board. The Board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any
meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
Section 2. Executive Committee. Except as otherwise limited by the Board of
Directors or by these By-Laws, the Executive Committee, if so designated by the Board of Directors,
shall have and may exercise, when the Board is not in session, all the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may require it. The Board
shall have the power at any time to change the membership of the Executive Committee, to fill
vacancies in it, or to dissolve it. The Executive Committee may make rules for the conduct of its
business and may appoint such assistance as it shall from time to time deem necessary. A majority
of the members of the Executive Committee, if more than a single member, shall constitute a quorum.
ARTICLE V
Officers
Section 1. Designation, Term and Vacancies. The officers of the Corporation shall
be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as
the Board of Directors may from time to time deem necessary. Such officers may have and perform
the powers and duties usually pertaining to their respective offices, the powers and duties
respectively prescribed by law and by these By-Laws, and such additional powers and duties as may
from time to time be prescribed by the Board. The same person may hold any two or more offices,
except that the offices of President and Secretary may not be held by the same person unless all
the issued and outstanding stock of the Corporation is owned by one person, in which instance such
person may hold all or any combination of offices.
The initial officers of the Corporation shall be appointed by the initial Board of Directors, each
to hold office until the meeting of the Board of Directors following the first annual meeting of
shareholders and until his successor has been appointed and qualified. Thereafter, the officers of
the Corporation shall be appointed by the Board as soon as practicable after the election of the
Board at the annual meeting of shareholders, and each officer so appointed shall hold office until
the first meeting of the Board of Directors following the next annual meeting of shareholders and
until his successor has been appointed and qualified. Any officer may be removed at any time, with
or without
cause, by the affirmative note therefor of a majority of the entire Board of Directors.
All other agents and employees of the Corporation shall hold office during the pleasure of the
Board of Directors. Vacancies occurring
among the officers of the Corporation shall be filled by the Board of Directors. The salaries of
all officers of the Corporation shall be fixed by the Board of Directors.
Section 2. President. The President shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors at which he may be present. Subject to
the direction of the Board of Directors, he shall be the chief executive officer of the
Corporation, and shall have general charge of the entire business of the Corporation. He may sign
certificates of stock and sign and seal bonds, debentures, contracts or other obligations
authorized by the Board, and may, without previous authority of the Board, make such contracts as
the ordinary conduct of the Corporations business requires. He shall have the usual powers and
duties vested in the President of a corporation. He shall have power to select and appoint all
necessary officers and employees of the Corporation, except those selected by the Board of
Directors, and to remove all such officers and employees except those selected by the Board of
Directors, and make new appointments to fill vacancies. He may delegate any of his powers to a
Vice-President of the Corporation.
Section 3. Vice-President. A Vice-President shall have such of the Presidents
powers and duties as the President may from time to time delegate to him, and shall have such other
powers and perform such other duties as may be assigned to him by the Board of Directors. During
the absence or incapacity of the President, the Vice-President, or, if there be more than one, the
Vice-President having the greatest seniority in office, shall perform the duties of the President,
and when so acting shall have all the powers and be subject to all the responsibilities of the
office of President.
Section 4. Treasurer. The Treasurer shall have custody of such funds and
securities of the Corporation as may come to his hands or be committed to his care by the Board of
Directors. Whenever necessary or proper, he shall endorse on behalf of the Corporation, for
collection, checks, notes, or other obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositaries, approved by the Board of Directors as the Board
of Directors or President may designate. He may sign receipts or vouchers for payments made to the
Corporation, and the Board of Directors may require that such receipts or vouchers shall also be
signed by some other officer to be designated by them. Whenever required by the Board of
Directors, he shall render a statement of his cash accounts and such other statements respecting
the affairs of the Corporation as may be required. He shall keep
proper and accurate books of
account. He shall perform all acts incident to the office of Treasurer, subject to the control of
the Board.
Section 5. Secretary. The Secretary shall have custody of the seal of the
Corporation and when required by the Board of Directors, or when any instrument shall have been
signed by the President duly authorized to sign the same, or when necessary to attest any
proceedings of the shareholders or directors, shall affix it to any instrument requiring the same
and shall attest the same with his signature, provided that the seal may be affixed by the
President or Vice-President or other officer of the Corporation to any document executed by either
of them respectively on behalf of the Corporation which does not require the attestation of the
Secretary. He shall attend to the giving and serving of notices of meetings. He shall have charge
of such books and papers as properly belong to his office or as may be committed to his care by the
Board of Directors. He shall perform such other duties as appertain to his office or as may be
required by the Board of Directors.
Section 6. Delegation. In case of the absence of any officer of the Corporation,
or for any other reason that the Board of Directors may deem sufficient, the Board may temporarily
delegate the powers or duties, or any of them, of such officer to any other officer or to any
director.
ARTICLE VI
Stock
SECTION 1. Certificates Representing Shares. Shares of the capital stock of
the Corporation may be either certificated or uncertificated or a combination thereof, as
provided under the General Corporation Law of the State of Delaware.
(a) Certificates for Shares. All certificates representing shares of the capital stock
of the Corporation shall be in such form not inconsistent with the Certificate of
Incorporation, these By-Laws or the laws of the State of Delaware. Such shares shall be
approved by the Board of Directors, and shall be signed by the President or a Vice-President
and by the Secretary or the Treasurer and shall bear the seal of the Corporation and shall not
be valid unless so signed and sealed. Certificates countersigned by a duly appointed transfer
agent and/or registered by a duly appointed registrar shall be deemed to be so signed and
sealed whether the signatures be manual or facsimile signatures and whether the seal be a
facsimile seal or any other form of seal. All certificates shall be consecutively numbered and
the name of the person owning the shares represented thereby, his residence, with the number of
such shares and the date of issue, shall be entered on the Corporations books.
All
certificates surrendered shall be cancelled and no new certificates issued until the former
certificates for the same number of shares shall have been surrendered and cancelled, except as
provided herein.
(b) Uncertificated Shares. Shares of stock of the Corporation may be evidenced by
registration in the owners name in uncertificated form on the books of the Corporation. To
the extent required by applicable law, within a reasonable time after the issuance or transfer
of uncertificated shares of stock, the Corporation shall send or cause to be sent to the
registered owner thereof a written notice containing the information required to be set forth
or stated on certificates representing shares of that class or series of stock, or a statement
that the Corporation will furnish without charge to each registered owner thereof who so
requests, the powers, designations, preferences and relative rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights. Except as otherwise expressly provided by applicable law, the rights and obligations
of the owners of uncertificated shares of stock and the rights and obligations of the owners of
certificated shares of stock of the same class and series shall be identical.
(c) Stock Records. A record shall be kept of the respective names of the persons,
firms or corporations owning shares of the Corporations stock, whether certificated or
uncertificated, the number and class or series of shares owned thereby, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of cancellation.
SECTION 2. Fractional Share Interests. The Corporation, may, but shall not be
required to, issue certificates or uncertificated shares for fractions of a share. If the
Corporation does not issue fractions of a share, it shall: (1) arrange for the disposition of
fractional interests by those entitled thereto; (2) pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are determined; or (3)
issue scrip or warrants in registered or bearer from which shall entitle the holder to receive
a certificate for a full share upon the surrender of such scrip or warrants aggregating a full
share. A certificate or uncertificated shares for a fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to exercise voting
rights, to receive dividends thereon, and to participate in any distribution of the assets of
the Corporation in the event of liquidation. The Board of Directors may cause scrip or
warrants to be issued subject to the conditions that they shall become void if not exchanged
for certificates or uncertificated shares representing full shares before a specified date, or
subject of the condition that the shares for which scrip or
warrants are exchangeable may be
sold by the Corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may impose.
SECTION 3. Addresses of Shareholders. Every shareholder shall furnish the
Corporation with an address to which notices of meetings and other notices may be served upon
or mailed to him, and in default thereof, notices may be addressed to him at his last known
mailing address.
SECTION 4. Stolen, Lost or Destroyed Certificates. The Board of Directors may
in its sole discretion direct that a new certificate, certificates of stock or uncertificated
shares of stock be issued in place of any certificate or certificates of stock theretofore
issued by the Corporation, alleged to have been stolen, lost or destroyed, and the Board of
Directors when authorizing the issuance of such new certificate, certificates or uncertificated
shares of stock, may in its discretion, and as a condition precedent thereto, require the owner
of such stolen, lost or destroyed certificate or certificates or his legal representatives to
give to the Corporation and to such registrar or registrars and/or transfer agent or transfer
agents as may be authorized or required to countersign such new certificate or certificates, a
bond in such sum as the Corporation may direct not exceeding double the value of the stock
represented by the certificate alleged to have been stolen, lost or destroyed, as indemnity
against any claim that may be made against them or any of them for or in respect of the shares
of stock represented by the certificate alleged to have been stolen, lost or destroyed.
SECTION 5. Transfers of Shares. Upon compliance with all provisions
restricting the transferability of shares, if any, transfers of stock shall be made only upon
the books of the Corporation by the holder in person or by his attorney thereunto authorized by
power of attorney duly filed with the Secretary of the Corporation or with a transfer agent or
registrar, if any, upon the surrender and cancellation of the certificate or certificates for
such shares properly endorsed and the payment of all taxes due thereon; or, in the case of
uncertificated shares of stock, upon receipt of proper transfer instructions from the
registered holder of the shares or by such holders attorney lawfully constituted in writing,
and upon payment of all necessary taxes thereon and compliance with appropriate procedures for
transferring shares in uncertificated form; provided, however, that such surrender and
endorsement, compliance or payment of taxes shall not be required in any case in which the
executive officers of the Corporation shall determine to waive such requirement. The Board of
Directors may appoint one or more suitable banks and/or trust companies as transfer agents
and/or registrars of transfers, for facilitating
transfers of any class of series of stock of
the Corporation by the holders thereof under such regulations as the Board of Directors may
from time to time prescribe. Upon such appointment being made, all shares of stock of
such class or series thereafter issued in certificated form shall be countersigned by one of
such transfer agents and/or one of such registrars of transfers, and shall not be valid unless
so countersigned.
ARTICLE VII
Dividends and Finance
Section 1. Dividends. The Board of Directors shall have power to fix and
determine and to vary, from time to time, the amount of the working capital of the Corporation
before declaring any dividends among its shareholders, and to direct and determine the use and
disposition of any net profits or surplus, and to determine the date or dates for the declaration
and payment of dividends and to determine the amount of any dividend, and the amount of any
reserves necessary in their judgment before declaring any dividends among its shareholder, and to
determine the amount of the net profits of the Corporation from time to time available for
dividends.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the last
day of December in each year and shall begin on the next succeeding day, or shall be for such other
period as the Board of Directors may from time to time designate with the consent of the Department
of Taxation and Finance, where applicable.
ARTICLE VIII
Miscellaneous Provisions
Section 1. Stock of Other Corporations. The Board of Directors shall have the
right to authorize any director, officer or other person on behalf of the Corporation to attend,
act and vote at meetings of the shareholders of any corporation in which the Corporation shall hold
stock, and to exercise thereat any and all rights and powers incident to the ownership of such
stock, and to execute waivers of notice of such meetings and calls therefor; and authority may be
given to exercise the same either on one or more designated occasions, or generally on all
occasions until revoked by the Board. In the event that the Board shall fail to give such
authority, such authority may be exercised by the President in person or by proxy appointed by him
on behalf of the Corporation.
Any stocks or securities owned by this Corporation may, if so determined by the Board of Directors,
be registered either in the name of this Corporation or in the name of any nominee or nominees
appointed for that purpose by the Board of Directors.
Section 2. Books and Records. Subject to the Delaware Business Corporation Law,
the Corporation may keep its books and accounts outside the State of Delaware.
Section 3. Notices. Whenever any notice is required by these By-Laws to be given,
personal notice is not meant unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper,
addressed to the person entitled thereto at his last known post office address, and such notice
shall be deemed to have been given on the day of such mailing.
Whenever any notice whatsoever is required to be given under the provisions of any law, or under
the provisions of the Certificate of Incorporation or these By-Laws a waiver in writing, signed by
the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
Section 4. Amendments. Except as otherwise provided herein, these By-Laws may be
altered, amended or repealed and By-Laws may be made at any annual meeting of the shareholders or
at any special meeting thereof if notice of the proposed alteration, amendment or repeal, or By-Law
or By-Laws to be made be contained in the notice of such special meeting, by the holders of a
majority of the shares of stock of the Corporation outstanding and entitled to vote thereat; or by
a majority of the Board of Directors at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors, if notice of the proposed alteration, amendment or
repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.