Attached files
| file | filename |
|---|---|
| S-1 - ECOSCIENCES, INC. | v191950_s1.htm |
| EX-5.1 - ECOSCIENCES, INC. | v191950_ex5-1.htm |
| EX-3.1 - ECOSCIENCES, INC. | v191950_ex3-1.htm |
| EX-14.1 - ECOSCIENCES, INC. | v191950_ex14-1.htm |
| EX-23.1 - ECOSCIENCES, INC. | v191950_ex23-1.htm |
| EX-14.2 - ECOSCIENCES, INC. | v191950_ex14-2.htm |
| EX-3.1.1 - ECOSCIENCES, INC. | v191950_ex3-1x1.htm |
BY-LAWS
OF
ON-AIR
IMPACT, INC.
ARTICLE
I
Offices
The
registered office of On-Air Impact, Inc. (the “Corporation”) shall be in the
State of Nevada. The Corporation also may have offices at such other places,
within or without the State of Nevada, as the Board of Directors (the “Board”)
determines from time to time or the business of the Corporation
requires.
ARTICLE
II
Meetings of
Stockholders
Section
1. Place of
Meetings. Except as otherwise
provided in these By-Laws, all meetings of the stockholders shall be held on
such dates and at such times and places, within or without the State of Nevada,
as shall be determined by the Board and as shall be stated in the notice of the
meeting or in waivers of notice thereof. If the place of any meeting is not so
fixed, it shall be held at the registered office of the Corporation in the State
of Nevada.
Section
2. Annual
Meetings. The annual meeting of
stockholders for the election of directors and the transaction of such other
proper business as may be brought before the meeting shall be held on such date
after the close of the Corporation’s fiscal year, and at such time, as the Board
may from time to time determine.
Section
3. Special
Meetings. Special meetings of
stockholders, for any purpose or purposes, may be called by the Chairman of the
Board or by the Chairman of the Board upon the request of at least 50% of the
members of the Board.
Section
4. Notice of Meetings.
Except as otherwise required by law, whenever the
stockholders are required or permitted to take any action at a meeting, written
notice thereof shall be given, stating the place, date and time of the meeting
and, unless it is the annual meeting, by or at whose direction it is being
issued. The notice also shall designate the place where the stockholders’ list
is available for examination, unless the list is kept at the place where the
meeting is to be held. Notice of a special meeting also shall state the purpose
or purposes for which the meeting is called. A copy of the notice of any meeting
shall be delivered personally or shall be mailed, not less than ten (10) or more
than sixty (60) days before the date of the meeting, to each stockholder of
record entitled to vote at the meeting. If mailed, the notice shall be given
when deposited in the United States mail, postage prepaid, and shall be directed
to each stockholder at his or her address as it appears on the record of
stockholders of the Corporation, or to such other address which such stockholder
may have filed by written request with the Secretary of the Corporation. Notice
of any meeting of stockholders shall be deemed waived by any stockholder who
attends the meeting, except when the stockholder attends the meeting for the
express purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened, or by any
stockholder who submits, either before or after the meeting, a signed waiver of
notice. Unless the Board, after the adjournment of a meeting, shall fix a new
record date for the adjourned meeting or unless the adjournment is for more than
thirty (30) days, notice of an adjourned meeting need not be given if the place,
date and time to which the meeting shall be adjourned are announced at the
meeting at which the adjournment is taken.
Section
5. Quorum. Except
as otherwise provided by law or, by the Certificate of Incorporation of the
Corporation, at all meetings of stockholders, the holders of a majority of the
outstanding shares of the Corporation entitled to vote at the meeting shall be
present in person or represented by proxy in order to constitute a quorum for
the transaction of business.
Section
6. Voting.
Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, at all meetings of the stockholders, every
stockholder of record having the right to vote thereat shall be entitled to one
vote for every share of stock standing in his or her name as of the record date
and entitling him or her to so vote. A stockholder may vote in person or by
proxy. Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, any corporate action to be taken by a vote of
the stockholders, other than the election of directors, shall be authorized by
not less than a majority of the votes cast at a meeting by the stockholders
present in person or by proxy and entitled to vote thereon. Directors shall be
elected as provided in Section 3 of Article III of these By-Laws. Written
ballots shall not be required for voting on any matter unless ordered by the
Secretary of the meeting.
Section
7. Proxies.
Every proxy shall be executed in writing by the stockholder or by his or her
attorney-in-fact, or otherwise as provided in the General Corporation Law of the
State of Nevada (the “General Corporation Law”).
Section
8. List of
Stockholders. At least ten (10)
days before every meeting of stockholders, a list of the stockholders (including
their addresses) entitled to vote at the meeting and their record holdings as of
the record date shall be open for examination by any stockholder, for any
purpose germane to the meeting, during ordinary business hours, at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list also shall be kept at and throughout the
meeting, and may be inspected by any stockholder who is present.
Section
9. Conduct of
Meetings. At each
meeting of the stockholders, the Chairman of the Board or, in his or her
absence, a director chosen by a majority of the directors then in office shall
act as chairman of the meeting. The Secretary or, in his or her absence, any
person appointed by the chairman of the meeting shall act as secretary of the
meeting and shall keep the minutes thereof. Except as otherwise provided by law,
at any annual or special meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. Such business
must have either been:
2
|
(A)
|
brought
before the meeting at the direction of the chairman of the meeting;
or
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(B)
|
specified
in a written notice given by or on behalf of a stockholder of record on
the record date for such meeting entitled to vote thereat or a duly
authorized proxy for such stockholder; provided, that the following
actions, as described below, are
taken.
|
A notice
must be delivered personally to, or mailed to and received at, the principal
executive office of the Corporation, addressed to the attention of the
Secretary, not less than sixty (60) days nor more than ninety (90) days prior to
the meeting; provided, however, that in the event that less than seventy (70)
days’ notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the annual or special meeting was mailed or such
public disclosure was made, whichever first occurs. Such notice shall set
forth:
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(i)
|
a
description of each such item of business proposed to be brought before
the meeting and the reasons for conducting such business at such
meeting;
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(ii)
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the
name and address of the person proposing to bring such business before the
meeting;
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(iii)
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the
class and number of shares held of record, held beneficially and
represented by proxy by such person as of the record date for the meeting
(if such date has then been made publicly available) and as of the date of
such notice; and
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(iv)
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any
material interest of the stockholder in such item of
business.
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No
business shall be brought before any meeting of stockholders of the Corporation
otherwise than as provided in this Section 9. The chairman of the meeting may,
if the facts warrant, determine that a stockholder proposal was not made in
accordance with the foregoing procedure, and if he or she should so determine,
he or she shall so declare to the meeting and the defective proposal shall be
disregarded.
Section
10. Written Consent to Action in
Lieu of a Meeting. Stockholders
may take such action by written consent as shall be permitted by section 228 of
the General Corporation Law.
ARTICLE
III
Board
Section
1. Number of Board
Members. The business, property
and affairs of the Corporation shall be managed under the direction of the
Board, which shall consist of at least one (1) director. Directors need not be
stockholders of the Corporation. The number of directors may be reduced or
increased from time to time by action of a majority of the entire Board, but no
decrease may shorten the term of an incumbent director. When used in these
By-Laws, the phrase “entire Board” means the total number of directors which the
Corporation would have if there were no vacancies.
3
Section
2. Nomination. Only
persons who are nominated in accordance with the procedures set forth in these
By-Laws shall be eligible to serve as directors of the Corporation. Nominations
of persons for election to the Board of the Corporation may be made at a meeting
of stockholders (a) by or at the direction of the Board or (b) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 2, who shall be entitled to vote
for the election of directors at the meeting and who complies with the notice
procedures set forth in this Section 2. Such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder’s
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided, however, that in the event that less
than seventy (70) days’ notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth (10th) day
following the day on which such notice the date of meeting or such public
disclosure was made. Such stockholder’s notice shall set forth (x) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act; and
(y) as to the stockholder giving the notice (A) the name and address, as they
appear on the Corporation’s books, of such stockholder and (B) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder. At the request of the Board, any person nominated by the Board for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder’s notice of nomination
which pertains to the nominee. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-Laws, and if he or she
should so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 2, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section.
Section
3. Election and
Term. Except as otherwise
provided by law, by the Certificate of Incorporation of the Corporation or by
these By-Laws, the directors shall be elected at the annual meeting of the
stockholders and the persons receiving a plurality of the votes cast shall be so
elected. Subject to a director’s earlier death, resignation or removal as
provided in Sections 4 and 5 of this Article III, each director shall hold
office until his or her successor shall have been duly elected and shall have
qualified.
Section
4. Removal. A
director may be removed at any time, with or without cause, by the vote of the
holders of a majority of the outstanding shares of the Corporation entitled to
vote at an election of directors.
4
Section
5. Resignations. Any
director may resign at any time by giving written notice of his or her
resignation to the Corporation. A resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein immediately upon its receipt, and, unless otherwise specified
therein, the acceptance of a resignation shall not be necessary to make it
effective.
Section
6. Vacancies. Except
as otherwise provided by the Certificate of Incorporation of the Corporation,
any vacancy in the Board arising from a resignation, an increase in the number
of directors or otherwise shall be filled only by the vote of a majority of the
directors then in office. Subject to his or her earlier death, removal or
resignation as provided in Sections 4 and 5 of this Article III, each director
so elected shall hold office until his successor shall have been duly elected
and shall have qualified.
Section
7. Place of
Meetings. Except as otherwise provided in
these By-Laws, all meetings of the Board shall be held at such places, within or
without the State of Nevada, as the Board determines from time to
time.
Section
8. Annual
Meeting. The annual meeting of
the Board shall be held either (a) without notice immediately after the annual
meeting of stockholders and in the same place, or (b) as soon as practicable
after the annual meeting of stockholders on such date and at such time and place
as the Board determines.
Section
9. Regular
Meetings. Regular meetings of the Board
shall be held on such dates and at such places and times as the Board
determines. Notice of regular meetings need not be given, except as otherwise
required by law.
Section
10. Special
Meetings. Special meetings of the
Board may be called by the Chairman of the Board and shall be called by the
Chairman of the Board or the Secretary upon the written request of not less than
a majority of directors. The request shall state the date, time, place and
purpose or purposes of the proposed meeting.
Section
11. Notice of
Meetings. Notice of each special meeting of the
Board (and of each annual meeting held pursuant to subdivision (b) of Section 8
of this Article III) shall be given, not later than 24 hours before the meeting
is scheduled to commence, by the Chairman of the Board or the secretary and
shall state the place, date and time of the meeting. Notice of each meeting may
be delivered to a director by hand or given to a director orally (whether by
telephone or in person) or mailed or telecopied to a director at his or her
residence or usual place of business, provided, however, that if notice of less
than 72 hours is given it may not be mailed. If mailed, the notice shall be
deemed to have been given when deposited in the United States mail, postage
prepaid, and if telecopied, the notice shall be deemed to have been given when
oral confirmation of receipt is given. Notice of any meeting need not be given
to any director who shall submit, either before or after the meeting, a signed
waiver of notice or who shall attend the meeting, except if such director shall
attend for the express purpose of objecting at the beginning thereof to the
transaction of any business because the meeting is not lawfully called or
convened. Notice of any adjourned meeting, including the place, date and time of
the new meeting, shall be given to all directors not present at the time of the
adjournment, as well as to the other directors unless the place, date and time
of the new meeting is announced at the adjourned meeting.
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Section
12. Quorum. Except
as otherwise provided by law or these By-Laws, at all meetings of the Board a
majority of the entire Board shall constitute a quorum for the transaction of
business, and the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board. A majority of the
directors present, whether or not a quorum is present, may adjourn any meeting
to another place, date and time.
Section
13. Conduct of
Meetings. At
each meeting of the Board, the secretary of the Board or, in his or her absence,
a director chosen by a majority of the directors present shall act as secretary
of the meeting. The secretary or, in his or her absence, any person appointed by
the secretary of the meeting shall act as secretary of the meeting and keep the
minutes thereof. The order of business at all meetings of the Board shall be as
determined by the secretary of the meeting.
Section
14. Committees of the
Board. The Board, by resolution
adopted by a majority of the entire Board, may designate an audit committee,
compensation committee, executive committee and other committees, each
consisting of one (1) or more directors. Each committee (including the members
thereof) shall serve at the pleasure of the Board and shall keep minutes of its
meetings and report the same to the Board. The Board may designate one or more
directors as alternate members of any committee. Alternate members may replace
any absent or disqualified member or members at any meeting of a committee.
Except as limited by law, each committee, to the extent provided in the
resolution establishing it, shall have and may exercise all the powers and
authority of the Board with respect to all matters.
Section
15. Operation of
Committees. A majority of all of
the members of a committee shall constitute a quorum for the transaction of
business, and the vote of a majority of all the members of a committee present
at a meeting at which a quorum is present shall be the act of the committee.
Each committee shall adopt whatever other rules of procedure it determines for
the conduct of its activities.
Section
16. Written Consent to Action in
Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board or of any
committee 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
17. Meetings Held Other Than in
Person. Members
of the Board or any committee may participate in a meeting of the Board or
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and such participation shall
constitute presence in person at the meeting.
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ARTICLE
IV
Officers
Section
1. Executive Officers
Etc. The executive officers of
the Corporation shall be a Chairman of the Board, a President, a Secretary and a
Treasurer. The Board also may elect or appoint one or more Vice Presidents (any
of whom may be designated as Executive Vice Presidents, Senior Vice Presidents
or otherwise), and any other officers it deems necessary or desirable for the
conduct of the business of the Corporation, each of whom shall have such powers
and duties as the Board determines.
Section
2. Duties.
(a)
The Chairman of
the Board. The Chairman of the
Board shall be a member of the Board. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and the Board.
(b)
The
President. The
President shall perform, in the absence or disability of the Chairman of the
Board, the duties and exercise the powers of the Chairman of the Board and shall
have such other powers and duties as the Board or the Chairman of the Board
assigns to him or to her.
(c)
Chief Executive
Officer. The Chief Executive
Officer shall be the chief executive officer of the Corporation and shall,
subject to the direction of the Board of Directors, have general supervision and
control of its business. Unless otherwise provided by resolution of the Board of
Directors, in the absence of the Chairman of the Board, the Chief Executive
Officer shall preside at all meetings of the stockholders and, if a director,
meetings of the Board of Directors. The Chief Executive Officer shall have
general supervision and direction of all of the officers, employees and agents
of the Corporation. The Chief Executive Officer shall also have the power and
authority to determine the duties of all officers, employees and agents of the
Corporation, shall determine the compensation of any officers whose compensation
is not established by the Board of Directors and shall have the power and
authority to sign all stock certificates, contracts and other instruments of the
Corporation which are authorized.
(d)
The Vice
President. The Vice President
or, if there shall be more than one, the Vice Presidents, if any, in the order
of their seniority or in any other order determined by the Board, shall perform,
in the absence or disability of the President, the duties and exercise the
powers of the President and shall have such other powers and duties as the Board
or the President assigns to him or to her or to them.
(e)
The
Secretary. Except
as otherwise provided in these By-Laws or as directed by the Board, the
Secretary shall attend all meetings of the stockholders and the Board; shall
record the minutes of all proceedings in books to be kept for that purpose;
shall give notice of all meetings of the stockholders and special meetings of
the Board; and shall keep in safe custody the seal of the Corporation and, when
authorized by the Board, shall affix the same to any corporate instrument. The
Secretary shall have such other powers and duties as the Board or the Chairman
of the Board assigns to him or her.
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(f)
The
Treasurer. Subject to the
control of the Board, the Treasurer shall have the care and custody of the
corporate funds and the books relating thereto; shall perform all other duties
incident to the office of treasurer; and shall have such other powers and duties
as the Board or Chairman of the Board assigns to him or her.
Section
3. Election;
Removal. Subject to his or her
earlier death, resignation or removal, as hereinafter provided, each officer
shall hold his or her office until his or her successor shall have been duly
elected and shall have qualified. Any officer may be removed at any time with or
without cause by the Board.
Section
4. Resignations. Any
officer may resign at any time by giving written notice of his resignation to
the Corporation. A resignation shall take effect at the time specified therein
or, if the time when it shall become effective shall not be specified therein,
immediately upon its receipt, and, unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it
effective.
Section
5. Vacancies. If
an office becomes vacant for any reason, the Board or the stockholders may fill
the vacancy, and each officer so elected shall serve for the remainder of his or
her predecessor’s term and until his successor shall have been elected or
appointed and shall have qualified.
ARTICLE
V
Provisions Relating to Stock
Certificates and Stockholders
Section
1. Certificates. Certificates
for the Corporation’s capital stock shall be in such form as required by law and
as approved by the Board. Each certificate shall be signed in the name of the
Corporation by the Chairman of the Board or President or any Vice President and
by the Secretary or Treasurer or any Assistant Secretary or any Assistant
Treasurer and shall bear the seal of the Corporation or a facsimile thereof. If
any certificate is countersigned by a transfer agent or registered by a
registrar, other than the Corporation or its employees, the signature of any
officer of the Corporation may be a facsimile signature. In case any officer,
transfer agent or registrar who shall have signed or whose facsimile signature
as placed on any certificate shall have ceased to be such officer, transfer
agent or registrar before the certificate shall be issued, it may nevertheless
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of the issue.
Section
2. Lost Certificates,
etc. The Corporation may issue a
new certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of the lost, mutilated, stolen or destroyed certificate, or
his or her legal representatives, to make an affidavit of that fact and 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 on account of the alleged loss,
mutilation, theft or destruction of the certificate or the issuance of a new
Certificate.
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Section
3. Transfers of
Shares. Transfers of shares
shall be registered on the books of the Corporation maintained for that purpose
after due presentation of the stock certificates therefor appropriately endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer.
Section
4. Record
Date. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or for the purpose of determining
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or for the purpose of any other action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board, and which
record date shall not be more than sixty (60) nor less than ten (10) days before
the date of any such meeting and shall not be more than sixty (60) days prior to
any other action.
ARTICLE
VI
Indemnification
Section
1. Indemnification. The
Corporation shall, to the fullest extent permitted by the General Corporation
Law (including, without limitation, Section 145 thereof) or other provisions of
the laws of Nevada relating to indemnification of directors, officers, employees
and agents, as the same may be amended and supplemented from time to time,
indemnify any and all such persons whom it shall have power to indemnify under
the General Corporation Law or such other provisions of law.
Section
2. Statutory
Indemnification. Without
limiting the generality of Section 1 of this Article VI, to the fullest extent
permitted, and subject to the conditions imposed, by law, and pursuant to
Section 145 of the General Corporation Law unless otherwise determined by the
Board of Directors: (i) the Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against reasonable expenses (including
attorney’s fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he 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 his
conduct was unlawful; and (ii) the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against reasonable expenses (including attorney’s fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except as
otherwise provided by law.
9
Section
3. Indemnification by
Resolution of Stockholders or Directors of Agreement. To the fullest
extent permitted by law, indemnification may be granted, and expenses may be
advanced, to the persons described in Section 145 of the General Corporation Law
or other provisions of the laws of Nevada relating to indemnification and
advancement of expenses, as from time to time may be in effect, by (i) a
resolution of stockholders, (ii) a resolution of the Board, or (iii) an
agreement providing for such indemnification and advancement of expenses;
provided that no indemnification may be made to or on behalf of any person if a
judgment or other final adjudication adverse to the person establishes that such
person’s acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled.
Section
4. General. It
is the intent of this Article VI to require the Corporation to indemnify the
persons referred to herein for judgments, fines, penalties, amounts paid in
settlement and expenses (including attorneys’ fees), and to advance expenses to
such persons, in each and every circumstance in which such indemnification and
such advancement of expenses could lawfully be permitted by express provision of
By-Laws, and the indemnification and expense advancement provided by this
Article VI shall not be limited by the absence of an express recital of such
circumstances. The indemnification and advancement of expenses provided by, or
granted pursuant to, these By-Laws shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled, whether as a matter of law, under any provision of the Certificate
of Incorporation of the Corporation or these By-Laws, by agreement, by vote of
stockholders or disinterested directors of the Corporation or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
Section
5. Indemnification
Benefits. Indemnification
pursuant to these By-Laws shall inure to the benefit of the heirs executors,
administrators and personal representatives of those entitled to
indemnification.
ARTICLE
VII
General
Provisions
Section
1. Dividends
Etc. To
the extent permitted by law, the Board shall have full power and discretion,
subject to the provisions of the Certificate of Incorporation of the Corporation
and the terms of any other corporate document or instrument binding upon the
Corporation, to determine what, if any, dividends or distributions shall be
declared and paid or made.
10
Section
2. Seal. The
Corporation’s seal shall be in such form as is required by law and as shall be
approved by the Board.
Section
3. Fiscal
Year. The fiscal year of the
Corporation shall be determined by the Board.
Section
4. Voting Shares in Other
Corporations. Unless
otherwise directed by the Board, shares in other corporations which are held by
the Corporation shall be represented and voted only by the Chairman of the Board
or by a proxy or proxies appointed by him or her.
ARTICLE
VIII
Amendment
By-Laws
may be made, altered or repealed by the Board, subject to the right of
stockholders to alter or repeal any By-Laws made by the Board.
11