____________________
BY-LAWS
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ARTICLE
I
The
Corporation
Section
1.
Name.
The
legal name of this corporation (hereinafter called the "Corporation") is Sustut
Exploration, 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 New 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 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). 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 therefore; 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 therefore 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 Corporation's 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 President's 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.
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 of the Business Corporation Law.
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 Corporation's 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 for herein.
In
case
any officer or officers who shall have signed or whose facsimile signature
or
signatures shall have been affixed to any such certificate or certificates,
shall cease to be such officer or officers of the Corporation before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation,
and
may be issued and delivered as though the person or persons who signed such
certificates, or whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers of the
Corporation.
Any
restriction on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.
Section
2.
Fractional
Share Interests.
The
Corporation, may, but shall not be required to, issue certificates 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 form 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 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 representing full shares before a specified date, or subject to
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 post office
address.
Section
4.
Stolen,
Lost or Destroyed Certificates.
The
Board of Directors may in its sole discretion direct that a new certificate
or
certificates 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 or certificates, 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. 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 or 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 certificates of
stock of such class or series thereafter issued 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
therefore; 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.