Exhibit 3(ii)
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GRAYBAR ELECTRIC COMPANY, INC.
(A NEW YORK CORPORATION)
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By-Laws
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ADOPTED JUNE 12, 1970
[WITH AMENDMENTS THROUGH
JULY 14, 2007]
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BY-LAWS
OF
GRAYBAR ELECTRIC COMPANY, INC.
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ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of shareholders for
the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at 9:30 o'clock A.M. on the
second Thursday in June in each year, or on such other date and at such other
time as the Board of Directors shall fix by resolution, commencing with the
year 1971, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day at such time as shall be designated in the notice
thereof.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the President, a Vice-President or a majority of the
members of the Board of Directors, and it shall be the duty of any of the
foregoing officers and that of the Board of Directors to call forthwith such a
meeting upon demand as prescribed by law and whenever the holders of record of
one-third of the outstanding shares of the stock of the corporation entitled
to vote shall so request in writing.
SECTION 3. PLACE OF MEETINGS. Annual meetings of the shareholders
shall be held at such place, within or without the State of New York, as may
be fixed by the Board of Directors by resolution, or, if not so fixed, at the
principal office of the corporation in the County of New York. Except as
otherwise provided by statute, special meetings of the shareholders shall be
held at such place, within or without the State of New York, as shall be
specified in the respective notices or waivers of notice thereof.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or
special, shall be in writing and signed by the President or a Vice-President
or the Secretary or an Assistant Secretary and shall state the place, date and
hour thereof. Such notice in the case of a special meeting shall also state
the purpose or purposes for which the meeting is called and shall indicate
that it is being issued by or at the direction of the person or persons
calling the meeting. A copy of the notice of every annual and special meeting
of shareholders shall be served, either personally or by mail, upon each
shareholder of record entitled to vote thereat and upon any shareholder who,
by reason of any action proposed at such meeting, would be entitled to have
his stock appraised if such action were taken, not less than ten (10) nor more
than fifty (50) days before the meeting. If
PAGE 1
mailed, such notice shall be deposited in the United States Mail, with postage
thereon prepaid, directed to the shareholder at his address as it appears on
the record of shareholders, or, if he shall have filed with the Secretary of
the corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address. If at any meeting, annual
or special, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling the requirements of law to receive payment for their
shares, the notice of the meeting shall include a statement of that purpose
and to that effect. Nevertheless, notice of any meeting need not be given to
any shareholder who in person or by attorney thereunto duly authorized, shall
waive notice of such meeting, in writing or by telegraph, either before or
after such meeting. The attendance of any shareholder at a meeting, in person,
or by proxy, without protesting prior to the conclusion of the meeting the
lack of notice of such meeting, shall constitute a waiver of notice by him.
Notice of any adjourned meeting of shareholders need not be given if the time
and place of such adjourned meeting are announced at the meeting at which the
adjournment is taken, unless the Board of Directors fixes a new record date
for the adjourned meeting.
SECTION 5. QUORUM. Except as otherwise provided by law, at all
meetings of shareholders there shall be present, in person or by proxy,
shareholders of record of a majority of the shares entitled to vote at such
meetings in order to constitute a quorum, but less than a quorum shall have
the power to adjourn any meeting. If no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside or act as
secretary of such meeting may adjourn the meeting from time to time for a
period not exceeding twenty (20) days in any one case. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called if a
quorum had been there present. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
SECTION 6. INSPECTORS OF VOTING. The Board of Directors, in advance
of any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint one or more inspectors. In
case any person appointed 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. Inspectors, none of whom shall be an
officer, director or a candidate for the office of director, shall determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall determine and report to the meeting as to the results of
all voting (by ballot or otherwise) on all matters submitted to a vote at the
meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his
ability.
SECTION 7. VOTING. At each meeting of shareholders every shareholder
of record of stock entitled to vote shall be entitled to one vote for every
share of such stock outstanding in his name on the record of shareholders and
all questions, except as otherwise provided by
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statute, or by the Certificate of Incorporation of this corporation, or by
these By-Laws, shall be determined by a majority of the votes so cast. Persons
holding stock in a fiduciary capacity shall be entitled to vote the shares so
held. Any shareholder entitled to vote may vote by proxy, provided that the
instrument authorizing such proxy to act shall have been executed in writing
by the shareholder or by his duly authorized attorney. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution
unless otherwise provided in the proxy. Such instrument shall be exhibited to
the Secretary and the Inspectors of Voting at the meeting and shall be filed
with the records of the corporation.
SECTION 8. LIST OF SHAREHOLDERS. A list of shareholders as of the
record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of voting, or
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.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWER AND QUALIFICATIONS. Except as otherwise
provided by law or by the Certificate of Incorporation or any amendment
thereto, the business of the corporation shall be managed by the Board of
Directors, which may adopt such rules and regulations for that purpose and for
the conduct of its meetings as it may deem proper. The Board of Directors may
have one or more offices and keep the books, records and minutes of the
corporation, except such records as are required to be kept in the State of
New York, at such places as it may from time to time determine. Any of such
records may be in written form or in any other form capable of being converted
into written form within a reasonable time. In addition to the powers and
authority expressly conferred upon it by these by-laws, the Board of Directors
may exercise all such powers of the corporation and do all such lawful acts
and things as are allowed by the Certificate of Incorporation or by law. Each
director shall be at least twenty-one years of age; directors may but need not
be shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors shall
be not less than seven nor more than twenty-one, and shall be determined
annually by the shareholders at the annual meeting of shareholders. The
directors shall be elected by a plurality of the votes cast at the annual
meeting of shareholders in each year to hold office until the next annual
meeting and until their successors shall have been elected and qualified,
except in the event of death, resignation, removal or the earlier termination
of their respective terms of office.
SECTION 3. NOTICES, TIME AND PLACE OF MEETINGS. The annual meeting of
the Board of Directors shall be held promptly after the annual meeting of
shareholders, at the place where such annual meeting of shareholders was held,
or at such other place, within or without the State of New York, as the Board
of Directors may fix by resolution. Regular meetings of the Board of Directors
shall be held on the second Thursday of March, September and December, or on
such other date as the Board of Directors may fix by resolution, at such time
and place as shall be designated in the notice or waiver of notice thereof. If
the day hereinabove determined for any such meeting falls on a legal holiday,
such regular meeting shall be held on the next regular business day.
Special meetings of the Board of Directors may be called by the
President or a Vice-President or by any two directors. Notices of such
meetings shall be given as hereinafter provided in this Section 3 of Article
II and shall be held at such place, within or without the State of New York,
as may be specified in the respective notices or waivers of notice thereof.
Notice of the time, place and purpose of each meeting of the Board of
Directors shall be mailed to each director, addressed to him at his residence
or usual place of business at least two (2) days before the day on which the
meeting is to be held, or shall be given to him at such place by telegraph or
telephone, or delivered personally not later than the day before the day on
which the meeting is to be held. Notice of any meeting need not be given to
any director if waived by him in writing or by telegraph either before or
after such meeting. At any meeting
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at which every member of the Board of Directors shall be present, though held
without notice, any business may be transacted which might have been
transacted if the meeting had been duly called.
SECTION 4. QUORUM AND MANNER OF ACTING. One-third of the entire Board
of Directors shall constitute a quorum for the transaction of business and,
except as otherwise provided by law, by the Certificate of Incorporation or
these By-Laws, the act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and place
of any meeting may adjourn the meeting from time to time until a quorum be
present, and notice of any adjourned meeting need not be given.
SECTION 5. REMOVAL OF DIRECTORS. Any director may be removed from
office, either with or without cause, at any time by vote of the holders of a
majority of the outstanding shares of stock, given at any special meeting of
the shareholders called for the purpose. Any vacancy so created may be filled
by a plurality of the votes of the shareholders given at such meeting. In case
any vacancy so created shall not be so filled by the shareholders at such
meeting, such vacancy may be filled by the directors as provided in Section 6
of this Article II.
SECTION 6. VACANCIES. Vacancies in the Board of Directors resulting
from an increase in the number of directors and vacancies occurring in the
Board of Directors for any reason may be filled by vote of a majority of the
directors then in office, although less than a quorum exists, at any special
meeting called for that purpose or at any regular meeting of the Board of
Directors. A director elected to fill a vacancy shall be elected to hold
office for the unexpired term of his predecessor.
SECTION 7. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
passed by a majority of the entire Board of Directors, may designate from
among its members an executive committee consisting of not less than three
directors nor more than eight directors, of whom the President shall be one,
which shall have the power to exercise, during the interval between meetings
of the Board of Directors, all the authority of the Board of Directors except
that such committee shall not have authority as to (a) the submission to
shareholders of any action that needs shareholders' authorization or approval
under law, (b) the filling of vacancies in the Board of Directors or in such
committee, (c) the fixing of compensation of the directors for serving on the
Board of Directors or on such committee, (d) the amendment or repeal of the
By-Laws, or the adoption of new by-laws or (e) the amendment or repeal of any
resolution of the Board of Directors which by its terms shall not be so
amendable or repealable or the taking of any action as may be proscribed by
such resolution of the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of such committee. Such
committee and the members thereof shall serve at the pleasure of the Board of
Directors. At all meetings of the executive committee the presence of members
constituting a majority of the membership of the entire executive committee
shall be necessary and sufficient to constitute a quorum for the transaction
of business, and the act of a majority of the members present at any meeting
at which a quorum is present shall be the act of such committee. Such
committee may adopt its own rules of procedure, may meet at stated times or on
such notice as
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such committee may determine, and shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.
SECTION 8. OTHER COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution or resolutions passed by a majority of the entire Board of
Directors, may designate one or more committees, in addition to the Executive
Committee, each committee to consist of two or more of the directors of the
Company.
Vacancies in membership of any such committee shall be filled by the
vote of a majority of the entire Board of Directors. The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. Members of any
such committee shall hold office for such period as may be fixed by a
resolution adopted by a majority of the entire Board of Directors, subject,
however, to removal at any time by the vote of the Board of Directors.
Except as otherwise provided by law, any such committee, to the extent
provided in the resolution or resolutions creating such committee, shall have
all the authority of the Board of Directors except that no such committee
shall have authority as to the following matters: (a) the submission to
shareholders of any action that needs shareholders' approval; (b) the filling
of vacancies on the Board of Directors or on any committee; (c) the fixing of
compensation of the directors for serving on the Board of Directors or on any
committee; (d) the amendment or repeal of these By-Laws, or the adoption of
new By-Laws; and (e) the amendment or repeal of any resolution of the Board of
Directors that by its terms shall not be so amendable or repealable.
Each such committee may adopt its own rules of procedure and may meet
at stated times or on such notice as such committee may determine. Except as
otherwise permitted by these By-Laws, each committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or the committee consent in writing
to the adoption of a resolution authorizing the action. The resolution and
written consents thereto by the members of the Board of Directors or committee
shall be filed with the minutes of the proceedings of the Board of Directors
or the committee.
SECTION 10. TELEPHONIC MEETINGS. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at such meeting.
PAGE 6
ARTICLE III
OFFICERS
SECTION 1. NUMBER. The principal officers of the corporation shall be
elected by the Board of Directors and shall include a President, one or more
Senior Vice-Presidents, one or more Vice-Presidents, a Secretary, a Treasurer
and a Comptroller, and, at the discretion of the Board of Directors, may
include a Chairman of the Board. Any two or more offices may be held by the
same person except the offices of President and Secretary. The Executive
Committee shall not have the right to elect a Chairman of the Board.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article III, shall be elected or appointed by the Board of
Directors at its annual meeting, but in the event of the failure of the Board
of Directors so to elect any officer, such officer may be elected at any
subsequent meeting of the Board. The Chairman of the Board may be elected at
any meeting of the Board if the office is vacant or being created. Each
officer shall hold office until the annual meeting of the Board of Directors
next after his or her election and until his or her successor has been duly
elected or appointed and qualified or until his or her death or until he or
she shall resign or shall have been removed in the manner hereinafter
provided. The Chairman of the Board and the President shall be and remain a
director, but no other officer need be a director.
SECTION 3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
from time to time may appoint other officers or agents, including one or more
additional Vice-Presidents, one or more Assistant Vice-Presidents, one or more
Assistant Treasurers, one or more Assistant Secretaries, one or more Assistant
Comptrollers, one or more Cashiers and one or more Assistant Cashiers, each of
whom shall hold office for such period, have such authority and perform such
duties as the Board of Directors from time to time may determine. The
Treasurer shall have power to appoint one or more Cashiers and one or more
Assistant Cashiers, each of whom shall hold office for such period, have such
authority and perform such duties as the Treasurer from time to time may
determine subject to the provisions of these By-Laws. The Board of Directors
may delegate to any officer or agent the power to appoint any subordinate
officer or agent and to prescribe his respective authority and duties.
SECTION 4. REMOVAL. The officers specifically designated in Section 1
of this Article III may be removed, either with or without cause, by the vote
of a majority of the entire Board of Directors at a special meeting of the
Board of Directors called for the purpose. The officers appointed in
accordance with the provisions of Section 3 of this Article III may be
removed, either with or without cause, by the Board of Directors, by a
majority vote of the directors present at any meeting, or by any officer or
agent upon whom such power of removal may be conferred by the Board of
Directors.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal or disqualification, or any other cause, may be filled
for the unexpired portion of the
PAGE 7
term in the manner prescribed by these By-Laws for regular appointments or
elections to such offices.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of Shareholders and of the Board of Directors at which
he or she is present and shall perform such other duties and have such other
authority as from time to time may be assigned to him or her by the Board of
Directors.
SECTION 7. PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the instructions of the Board of
Directors, shall have general charge of the business, affairs and property of
the corporation and control over its other officers, agents and employees. In
the absence of the Chairman of the Board, the President shall preside at all
meetings of the shareholders and of the Board of Directors at which he or she
may be present. The President shall do and perform such other duties and have
such other authority as from time to time may be assigned by the Board of
Directors.
SECTION 8. SENIOR VICE-PRESIDENTS AND VICE-PRESIDENTS. The Senior
Vice-Presidents and Vice-Presidents shall perform such duties, including those
of the President, as may be assigned them by the President or Board of
Directors from time to time, and, during absence or disability of the
President, his full powers shall devolve upon such Senior Vice-President or
Vice-President as the President may designate (or in the absence of such
designation, as the Board of Directors may designate).
SECTION 9. SECRETARY. The Secretary shall keep the minutes of the
meetings of shareholders and the Board of Directors and shall see that all
notices are duly given in accordance with the provisions of these By-Laws or
as required by law. He shall be custodian of the records, books, reports,
statements, certificates and other documents of the corporation and of the
seal of the corporation, and see that the seal is affixed to all stock
certificates prior to their issuance and to all documents requiring such seal.
In general, he shall perform all duties and possess all authority incident to
the office of Secretary, and he shall perform such other duties and have such
other authority as from time to time may be assigned to him by the Board of
Directors.
SECTION 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall, in the absence of the
Secretary, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Secretary.
SECTION 11. TREASURER. The Treasurer shall have supervision over the
funds, securities, receipts and disbursements of the corporation. He shall in
general perform all duties and have authority incident to the office of
Treasurer and shall perform such other duties and have such other authority as
from time to time may be assigned or granted to him by the Board of Directors.
He may be required to give a bond for the faithful performance of his duties
in such form and amount as the Board of Directors may determine.
PAGE 8
SECTION 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers, shall, in the absence of the
Treasurer, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Treasurer. Each Assistant Treasurer may be required to give a bond for the
faithful performance of his duties in such form and amount as the Board of
Directors may determine.
SECTION 13. COMPTROLLER. The Comptroller shall have custody and
charge of all books of account, except those required by the Secretary or the
Treasurer in keeping record of the work of their offices, and shall have
supervision over such subsidiary accounting records as may be kept in
departmental offices. He shall have access to all books of account, including
the Treasurer's records and the stock books, for purposes of audit and for
obtaining information necessary to verify or complete the records of his
office. The Comptroller or his duly authorized representative shall certify to
the authorizations and approvals pertaining to all vouchers, and, unless the
office of Comptroller shall be vacant, no payments shall be made by the
Treasurer except on vouchers bearing the written approval of the Comptroller
or other accounting officer designated by him with the approval of the
President or a Vice-President. The Comptroller shall perform such other duties
as may be required by the Board of Directors or the President.
SECTION 14. ASSISTANT COMPTROLLER. The Assistant Comptroller, or if
there be more than one, the Assistant Comptrollers, shall, in the absence of
the Comptroller, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Comptroller.
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ARTICLE IV
CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.
SECTION 1. CONTRACTS. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers, agent or agents
to enter into any contract or to execute or deliver any instrument on behalf
of the corporation, and such authority may be general or confined to specific
instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no negotiable papers shall be issued in its name, unless and
except as authorized by the Board of Directors. Any officer or agent of the
corporation thereunto so authorized may effect loans or advances for the
corporation and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the corporation.
When authorized as aforesaid, such officer may pledge, hypothecate or transfer
as security for the payment of any and all loans, advances, indebtedness and
liabilities of the corporation any and all stocks, bonds, other securities and
other personal property at any time held by the corporation, and to that end
may endorse, assign and deliver the same, and do every act and thing necessary
or proper in connection therewith. Such authority may be general or confined
to specific instances.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers, agent or agents
of the corporation to whom such power may from time to time be delegated by
the Board of Directors.
SECTION 4. CHECKS. Checks drawn on the funds of the corporation shall
be paid out only when signed by one of the following: viz:-Treasurer,
Assistant Treasurer, Cashier, or Assistant Cashier.
The Treasurer, Assistant Treasurer, Cashier or Assistant Cashier
shall have power to endorse checks, drafts, warrants and notes for deposit to
the credit of the corporation and to give receipts on behalf of the
corporation.
All notes or other evidences of indebtedness shall be signed by the
President or a Vice-President, and by any one of the following: Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, or in such other manner
as the Board of Directors from time to time may determine.
SECTION 5. PROXIES. Any shares of stock in any other corporation
which may from time to time be held by this corporation may be represented and
voted at any meeting of shareholders of such corporation by any person or
persons thereunto authorized by the Board of Directors or, if no one be so
authorized, by the President or a Vice-President or by any proxy appointed in
writing by the President or any Vice-President.
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ARTICLE V
SHARES OF STOCK AND THEIR TRANSFER
SECTION 1. STOCK ISSUANCE. The shares of the corporation shall be
represented by certificates or shall be uncertificated. The issuance of shares
in uncertificated form shall not affect outstanding shares already represented
by a certificate until the certificate is surrendered to the corporation.
Unless otherwise determined by the Board of Directors, each stockholder, upon
written request to the Secretary of the corporation, shall be entitled to a
certificate or certificates representing the number of shares held by him or
her in the corporation.
Certificates for shares of stock of the corporation shall be in such
form as shall be approved by the Board of Directors. They shall be signed by
the President or a Vice-President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal
of the corporation. Such seal may be facsimile, engraved or printed. If any
such certificate is signed by a transfer agent or a transfer clerk and by a
registrar, the signature of any such President, Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer and the seal of the
corporation upon certificate may be facsimile, engraved or printed.
Within a reasonable time after the issuance or transfer of
uncertificated shares, as long as the same is required by the laws of the
State of New York, the corporation shall send to the registered owner thereof
a written notice stating that a full statement of the designation, relative
rights, preferences and limitations of the shares of each class authorized to
be issued and of certain other information required to be set forth in or
stated on certificates for stock by the laws of the State of New York will be
furnished to such registered owner upon request and without charge.
SECTION 2. TRANSFERS OF STOCK. A stock record shall be kept
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the number
of shares of stock held by them, respectively, the time when they respectively
became the owners thereof, whether such shares are certificated or
uncertificated and the amount paid thereon. Subject to the provisions of the
Certificate of Incorporation, transfers of the shares of stock of the
corporation shall be made on the books of the corporation (a) if the shares
are certificated, upon presentation and surrender of the certificate or
certificates at the executive offices of the corporation duly endorsed by the
registered holder or his or her attorney-in-fact duly authorized by a power of
attorney duly executed and filed with the Secretary of the corporation or
accompanied by a written instrument of transfer, in form satisfactory to the
corporation, duly executed by the registered owner or his or her
attorney-in-fact or (b) in the case of uncertificated shares, upon receipt of
a written instrument of transfer, in form satisfactory to the corporation,
duly executed by the registered owner or his or her attorney-in-fact duly
authorized by a power of attorney duly executed and filed with the Secretary
of the corporation. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder and owner thereof and
shall not be bound to recognize any legal, equitable or other claim to or
interest in such share
PAGE 11
or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the
laws of the State of New York.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any stock of
the corporation represented by certificates shall immediately notify the
corporation of any loss, destruction, theft or mutilation of the certificate
representing such stock and the corporation with the approval of the Board of
Directors may, upon request to the Secretary of the Corporation, issue a new
certificate of stock or uncertificated shares in the place of such certificate
theretofore issued by it alleged to have been lost, destroyed, stolen or
mutilated. The Board of Directors in its discretion may require the owner of
the certificate alleged to have been lost, destroyed, stolen or mutilated, or
his legal representatives, to give the corporation and its transfer agent and
its registrar of transfers if any, before the issuance of such new certificate
or uncertificated shares, a bond of indemnity in such sum and in such form and
with such surety or sureties as the Board of Directors may direct.
SECTION 4. REGULATIONS. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance and transfer
of shares of stock of the corporation and may appoint transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.
SECTION 5. FIXING OF RECORD DATE. The Board of Directors may at any
time fix a record date not more than fifty (50) nor less than ten (10) days
prior to (a) the date of any meeting of shareholders or (b) the last day on
which shareholders are entitled to express consent to or dissent from any
proposal without a meeting, as the date as of which shareholders entitled to
notice of or to vote at such a meeting, or whose consent or dissent is
required or may be expressed, for any purpose, as the case may be, shall be
determined, and, except as otherwise provided by law, all persons who were the
holders of record of voting shares at such date and no others shall be
entitled to notice of and to vote at such meeting or to express their consent
or dissent, as the case may be. The Board of Directors may at any time fix a
record date not exceeding fifty (50) days prior to the date fixed for the
payment of any dividend or the making of any distribution or for the delivery
or allotment of evidences of rights or evidences of interest arising out of
any change, conversion, or exchange of capital shares, as the date for the
determination of the shareholders entitled to receive any such dividend,
distribution, rights or interest, and in any such case only shareholders of
record at the date so fixed shall be entitled to receive such dividend,
distribution, rights or interest.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. CORPORATE SEAL. The corporate seal shall be in such form
as shall be approved from time to time by the Board of Directors.
SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall end
on the 31st day of December in each year.
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ARTICLE VII
AMENDMENTS
SECTION 1. BY THE SHAREHOLDERS. These By-Laws may be amended, added
to, altered or repealed, or new by-laws may be adopted, at any meeting of
shareholders of the corporation by the affirmative vote of the holders of a
majority of the shares entitled to vote in the election of directors present
and voting at such meeting, provided, in the case of a special meeting, notice
that an amendment is to be considered and acted upon is inserted in the notice
or waiver of notice of said meeting.
SECTION 2. BY THE DIRECTORS. Except as otherwise provided by law or
these By-Laws, these By-Laws may be amended, added to, altered or repealed, or
new by-laws may be adopted, at any meeting of the Board of Directors at which
a quorum is present, by the affirmative vote of a majority of the directors
then in office, but any by-law adopted by the Board of Directors may be
amended or repealed by the shareholders entitled to vote thereon. If any
by-law regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.
PAGE 14
ARTICLE VIII
INDEMNIFICATION
To the full extent authorized by law, the corporation shall and
hereby does indemnify any person who shall at any time be made, or threatened
to be made, a party in any civil or criminal action or proceeding by reason of
the fact that he, his testator or his intestate is or was a director or
officer of the corporation or served another corporation in any capacity at
the request of the corporation.
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