SPECTRASCIENCE, INC
AMENDED BYLAWS
ARTICLE I
OFFICERS, CORPORATE SEAL
AND SHAREHOLDER CONTROL AGREEMENT
SECTION 1.01. REGISTERED AND OTHER OFFICES. The registered office of
the corporation in Minnesota shall be that set forth in the Articles of
Incorporation or statement of the Board of Directors filed with the Secretary of
State of Minnesota changing the registered office in the manner prescribed by
law. The corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time, determine.
SECTION 1.02. CORPORATE SEAL. If so directed by the Board of Directors,
the corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.
SECTION 1.03. SHAREHOLDER CONTROL AGREEMENT. In the event of any
conflict or inconsistency between these Bylaws, or any amendment thereto, and
any shareholder control agreement or any stock repurchase or redemption
agreement, whenever adopted, such shareholder control agreement shall govern.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 2.01. TIME AND PLACE OF MEETINGS. Regular or special meetings
of the shareholders, if any, shall be held on the date and at the time and place
fixed by the President in the absence of Board of Director action, except that a
special meeting called by, or at the demand of a shareholder or shareholders,
pursuant to Minnesota Statutes, ▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇, ▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇ held in the
county where the principal executive office is located.
SECTION 2.02. REGULAR MEETING. At any regular meeting of the
shareholders there shall be an election of qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six (6) months after the date of the meeting. Any business
appropriate for action by the shareholders may be transacted at a regular
meeting. No meeting shall be considered a regular meeting unless specifically
designated as such in the notice of meeting unless all the shareholders are
present in person or by proxy and none of them objects to such designation.
Regular meetings may be held no more frequently than once per year.
SECTION 2.03. DEMAND BY SHAREHOLDERS. Regular or special meetings may
be demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Section 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively.
SECTION 2.04. QUORUM; ADJOURNED MEETINGS. The holders of a majority of
the voting power of the shares entitled to vote at a meeting constitute a quorum
for the transaction of business; said holders may be present at the meeting
either in person or by proxy. If a quorum is present when a duly called or held
meeting is convened, the shareholders present may continue to transact business
until adjournment, even though withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.
A meeting of the shareholders at which there is a quorum may be
adjourned as to all or part of the matters to be considered at the meeting upon
motion by the person presiding at such meeting and by a majority vote of shares
represented in person or by proxy at such meeting. Such adjournment shall be
until a specific time and place, and the time and place for the reconvened
meeting shall be announced at the meeting and reflected in the minutes thereof.
SECTION 2.05. VOTING. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by the Articles of Incorporation or a
resolution of the Board of Directors filed with the Secretary of State, each
shareholder shall have one vote for each share held. Upon demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.
SECTION 2.06. CLOSING OF BOOKS. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of shareholders,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. The Board of Directors
may close the books of the corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fail to fix a record
date for determination of the shareholders entitled to notice of, and to vote
at, any meeting of shareholders, the record date shall be the sixtieth (60th)
day preceding the date of such meeting.
SECTION 2.07. NOTICE OF MEETINGS. Notice of all meetings of
shareholders shall be given to every holder of voting shares, except where the
meeting is an adjourned meeting and the date, time and place of the meeting was
announced at the time of adjournment. The notice shall be given at least ten
(10) days, but not more than sixty (60) days, before the date of the meeting,
except that written notice of a meeting at which an agreement of merger is to be
considered shall be given to all shareholders, whether entitled to vote or not,
at least fourteen (14) days prior thereto. Every notice of any special meeting
shall state the purpose or purposes for which the meeting has been called, and
the business transacted at all special meetings shall be confined to the purpose
stated in the call, unless all of the shareholders are present in person or by
proxy and none of them object to consideration of a particular item of business.
SECTION 2.08. WAIVER OF NOTICE. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
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SECTION 2.09. AUTHORIZATION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting as authorized by law.
ARTICLE III
DIRECTORS
SECTION 3.01. GENERAL PURPOSES. Except as authorized by the
shareholders pursuant to a shareholder control agreement or unanimous
affirmative vote, the business and affairs of the corporation shall be managed
by or shall be under the direction of the Board of Directors.
SECTION 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The Board of
Directors shall consist of five Directors, which number may be increased by the
Board of Directors and additional Directors elected by the existing Board of
Directors, without approval of the shareholders; but this number shall only be
decreased in accordance with Section 302A.223 of the Minnesota Business
Corporation Act. Directors need not be shareholders. The Board of Directors, in
its discretion, may elect a Chairman of the Board of Directors, who, when
present, shall preside at all meetings of the Board of Directors, and who shall
have such powers as the Board shall prescribe. Each of the directors shall hold
office until the regular meeting of the shareholders next held after his
election, until his successor shall have been elected and shall qualify, or
until he shall resign or shall have been removed as provided by law.
Notwithstanding the provisions of Section 3.02 of the Amended and
Restated Bylaws, until the first meeting of shareholders after December 31, 2006
(the "2007 Meeting"), the Board of Directors shall consist of not less than four
persons, and all such persons elected or appointed to the Board on and after
July 7, 2004 shall serve for a term ending with the election of directors at the
2007 Meeting.
SECTION 3.03. BOARD MEETINGS; PLACE AND NOTICE. Meetings of the Board
of Directors may be held from time to time at any place within or without the
State of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. Any director may call
a Board meeting by giving twenty-four (24) hours notice to all directors of the
date and time of the meeting. The notice need not state the purpose of the
meeting. Notice may be given by mail, telephone, telegram, or in person. If a
meeting schedule is adopted by the Board of Directors, or if the date and time
of a Board meeting has been announced at a previous meeting, no notice is
required.
SECTION 3.04. WAIVER OF NOTICE. A director may waive notice of a
meeting of the Board of Directors. A waiver of notice by a director is
effective, whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
SECTION 3.05. QUORUM. A majority of the whole Board is a quorum for the
transaction of business, except that when a vacancy or vacancies exist, a
majority of the remaining directors shall constitute a quorum.
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SECTION 3.06. VACANCIES. Vacancies on the Board of Directors resulting
from the death, resignation or removal of a director may be filled by the
affirmative voting of a majority of the remaining directors, even though less
than a quorum. Each director elected under this Section to fill a vacancy holds
office until a qualified successor is elected by the shareholders at their next
regular meeting or at any meeting duly called for that purpose.
SECTION 3.07. COMMITTEES. The Board may, by resolution, establish
committees in the manner provided by law. Committee members need not be
directors.
SECTION 3.08. COMPENSATION. Directors shall not receive any stated
salary for their services in such capacity, but by resolution of the Board may
receive a fixed fee and expenses of attending meetings. Nothing herein precludes
any director from serving in another capacity and receiving compensation for
such other capacity.
SECTION 3.09. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a Board of Directors
meeting.
SECTION 3.10. AUTHORIZATION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board or any committee may be taken
without a meeting as authorized by law.
ARTICLE IV
OFFICERS
SECTION 4.01. NUMBER. The officers of the corporation shall consist of
a President and may also consist of one or more Vice Presidents, a Secretary and
a Treasurer. The Board may elect or appoint any other officers it deems
necessary for the operation and management of the corporation, each of whom
shall have the powers, rights, duties, responsibilities and terms of office
determined by the Board from time to time. Any number of offices or functions of
those offices may be held or exercised by the same person.
SECTION 4.02. ELECTION AND TERM OF OFFICE. The Board of Directors shall
from time to time elect a President and may elect one or more Vice Presidents, a
Secretary and a Treasurer and any other officers or agents the Board deems
necessary. Such officers shall hold their offices until their successors are
elected and qualified.
SECTION 4.03. PRESIDENT. Unless otherwise stipulated, the President
shall be the chief executive officer and the chief financial officer of the
corporation and shall have responsibility for the general active management of
the corporation. When present, he shall preside at all meetings of the
shareholders and, unless a Chairman of the Board of Directors has been elected
and is present, shall preside at meetings of the Board of Directors and see that
all orders and resolutions of the Board of Directors are carried into effect.
The President, unless some other person is specifically authorized by vote of
the Board of Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, agreements, modification of mortgage agreements, leases, and
contracts of the corporation. The President, if no Secretary has been elected,
shall maintain records of and, whenever necessary, certify all proceedings of
the Board of Directors and the shareholders. As chief financial officer, the
President shall keep accurate financial records of the corporation; deposit all
money, drafts and checks in the name of and to the credit
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of the corporation in the banks and depositories designated by the Board of
Directors; endorse for deposit all notes, checks, and drafts received by the
corporation as ordered by the Board of Directors, making proper vouchers
therefor; and disburse corporate funds and issue checks and drafts in the name
of the corporation, as ordered by the Board of Directors. The President shall
perform such other duties as the Board of Directors shall designate.
SECTION 4.04. VICE PRESIDENT. If a Vice President or Vice Presidents
have been elected, they shall have such powers and perform such duties as may be
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to the
President's power and duties in the order designated by the Board of Directors.
SECTION 4.05. SECRETARY. If a Secretary has been elected, the Secretary
shall keep accurate minutes of all meetings of the shareholders and the Board of
Directors, shall give proper notice of meetings of shareholders and directors,
shall certify all proceedings of the Board of Directors and the shareholders,
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time prescribe. In the Secretary's
absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall
perform the Secretary's duties.
SECTION 4.06. TREASURER. If a Treasurer has been elected, the Treasurer
shall assist the President in carrying out the President's duties as chief
financial officer and perform such other duties and have such other powers as
the Board of Directors or the President may from time to time prescribe.
SECTION 4.07. REMOVAL AND VACANCIES. Any officer may be removed from
his office by a majority of the whole Board of Directors, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy may be filled for the
unexpired term by the Board of Directors.
SECTION 4.08. DELEGATION OF AUTHORITY. An officer elected or appointed
by the Board may delegate some or all of the duties or powers of his office to
other persons, provided that such delegation is in writing.
ARTICLE V
SHARES AND THEIR TRANSFER
SECTION 5.01. CERTIFICATES FOR SHARES. Every shareholder of this
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by him. The certificates shall be numbered in the order in
which they are issued and shall be signed by the President (or such other
officer or officers as the Board of Directors may designate) and shall have
typed or printed thereon such legend as may be required by any shareholder
control agreement or stock repurchase or redemption agreement. Such signatures
may be by facsimile if authorized by the Board of Directors. Every certificate
surrendered to the corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled.
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SECTION 5.02. ISSUANCE OF SHARES. The Board of Directors is authorized
to cause to be issued shares of the corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by applicable law. Shares shall be
allotted only in exchange for consideration in such forms as may be permitted by
applicable law. At the time of any such allotment of shares, the Board of
Directors making such allotment shall state, by resolution, their determination
of the fair value of the corporation in monetary terms of any consideration
other than cash for which shares are allotted. The amount of consideration to be
received in cash or otherwise shall not be less than the par value of the shares
so allotted.
SECTION 5.03. TRANSFER OF SHARES. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholders'
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares. The corporation may treat as the absolute owner of
shares of the corporation the person or persons in whose name or names the
shares are registered on the books of the corporation.
SECTION 5.04. LOST CERTIFICATES. Any shareholder claiming that a
certificate for shares has been lost, destroyed or stolen shall make an
affidavit of the fact in such form as the Board of Directors shall require and
shall, if the Board of Directors so requires, give the corporation a sufficient
indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the corporation against any
claims which may be made against it on account of the reissue of such
certificates. A new certificate shall then be issued to said shareholder for the
same number of shares as the one alleged to have been destroyed, lost or stolen.
ARTICLE VI
DISTRIBUTIONS
SECTION 6.01. DISTRIBUTIONS. Subject to the provisions of the Articles
of Incorporation, the Board of Directors may cause the corporation to make
distributions pursuant to the provisions of the Minnesota Statutes, Section
302A.551.
SECTION 6.02. RECORD DATE. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date preceding the date fixed
for the payment of any distribution or allotment of other rights as the record
date for the determination of the shareholders entitled to receive payment of
such distribution or allotment of such rights; and in such case only
shareholders of record on the date so fixed shall be entitled to receive payment
or allotment notwithstanding any transfer of shares on the books of the
corporation after such record date. The Board of Directors may close the books
of the corporation against the transfer of shares during the whole or any part
of such period.
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ARTICLE VII
BOOKS AND RECORDS; FISCAL YEAR
SECTION 7.01. BOOKS AND RECORDS. The Board of Directors of the
corporation shall cause to be kept in such place as it may designate:
(a) a share register, giving the names and addresses of the
shareholders, the number and classes of shares held by each, and the dates on
which the certificates therefor were issued;
(b) records of all proceedings of shareholders and directors;
(c) such other records and books of account as shall be necessary and
appropriate to the conduct of corporate business; and
(d) Bylaws of the corporation and all amendments thereto.
SECTION 7.02. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
ARTICLE VIII
INSPECTION OF BOOKS
SECTION 8.01. EXAMINATION BY SHAREHOLDERS. Every shareholder of the
corporation and every holder of a voting trust certificate shall have the right
to examine, in person or by agent or attorney authorized in writing to represent
the shareholder, at any reasonable time or times, for any proper purpose, and at
the place or places where usually kept, the share register, books of account and
records of the proceedings of the shareholders and directors and to make
extracts therefrom.
SECTION 8.02. INFORMATION TO SHAREHOLDERS. Upon written request by a
shareholder of the corporation, the Board of Directors shall furnish to him a
statement of profit and loss for the last fiscal year and a balance sheet
containing a summary of the assets and liabilities as of the close of such
fiscal year.
ARTICLE IX
INDEMNIFICATION
Any person who at any time shall serve or shall have served as a
director, officer, or employee of the corporation, or of any other enterprise at
the request of the corporation, and the heirs, executors and administrators of
such person shall be indemnified by the corporation in accordance with, and to
the fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.
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ARTICLE IX (AMENDED)
INDEMNIFICATION
SECTION 9.01. DEFINITIONS.
(a) For purposes of this Article, the terms defined in this
Section have the meanings given them.
(b) "CORPORATION" includes a domestic or foreign corporation
that was the predecessor of the corporation referred to in this section
in a merger or other transaction in which the predecessor's existence
ceased upon consummation of the transaction.
(c) "OFFICIAL CAPACITY" means (1) with respect to a director,
the position of director in the corporation, (2) with respect to a
person other than a director, the elective or appointive office or
position held by an officer, member of a committee of the Board, or the
employment relationship undertaken by an employee of the corporation,
(3) with respect to a director, officer or employee of the corporation
who is or was serving at the request of the corporation or whose duties
in that position involve or involved service as a director, officer,
partner, trustee, or agent of another organization or employee benefit
plan, the position of that person as director, officer, partner,
trustee, employee or agent, as the case may be, of the other
organization or employee benefit plan.
(d) "PROCEEDING" means a threatened, pending or completed
civil, criminal, administrative, arbitration or investigative
proceeding, including a proceeding by or in the right of the
corporation.
(e) "SPECIAL LEGAL COUNSEL" means counsel who has not
represented the corporation or a related corporation, or a director,
officer, member of a committee of the Board or employee whose
indemnification is in issue.
SECTION 9.02. INDEMNIFICATION MANDATORY; STANDARD.
(a) Subject to the provisions of Section 4, a corporation
shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the
person against judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection
with the proceeding if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:
(1) has not been indemnified by another organization
or employee benefit plan for the same judgments, penalties,
fines, including without limitation, excise taxes assessed
against the person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees
and disbursements incurred by the person in connection with
the proceeding with respect to the same acts or omissions;
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(2) acted in good faith;
(3) received no improper personal benefit and Section
302A.255, if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and
(5) in the case of acts or omissions occurring in the
official capacity described in Section 1, paragraph (c),
clause (1) or (2), reasonably believed that the conduct was in
the best interests of the corporation, or in the case of acts
or omissions occurring in the official capacity described in
Section 1, paragraph (c), clause (3), reasonable believed that
the conduct was not opposed to the best interests of the
corporation. If the person's acts or omissions complained of
in the proceeding relate to conduct as a director, officer,
trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests
of the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.
(b) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did not meet
the criteria set forth in this Section 2.
SECTION 9.03. ADVANCES. Subject to the provisions of Section 4, if a
person is made or threatened to be made a party to a proceeding, the person is
entitled, upon written request to the corporation, to payment or reimbursement
by the corporation of reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in advance of the final disposition of the
proceeding, (a) upon receipt by the corporation of a written affirmation by the
person of a good faith belief that the criteria for indemnification set forth in
Section 2 have been satisfied and a written undertaking by the person to repay
all amounts so paid or reimbursed by the corporation, if it is ultimately
determined that the criteria for indemnification have not been satisfied, and
(b) after a determination that the facts then known to those making the
determination would not preclude indemnification under this Article. The written
undertaking required by clause (a) is an unlimited general obligation of the
person making it, but need not be secured and shall be accepted without
reference to financial ability to make the repayment.
SECTION 9.04. PROHIBITION OR LIMIT ON INDEMNIFICATION OR ADVANCES. The
Articles or Bylaws either may prohibit indemnification or advances of expenses
otherwise required by this Article or may impose conditions on indemnification
or advances of expenses in addition to the conditions contained in Sections 2
and 3 including, without limitation, monetary limits on indemnification or
advances of expenses, if the conditions apply equally to all persons or to all
persons within a given class. A prohibition or limit on indemnification or
advances may not apply to or affect the right of a person to indemnification or
advances of expenses with respect to any acts or omissions of the person
occurring prior to the effective date of a provision in the Articles or the date
of adoption of a provision in the Bylaws establishing the prohibition or limit
on indemnification or advances.
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SECTION 9.05. REIMBURSEMENT TO WITNESS. This section does not require
or limit the ability of a corporation to reimburse expenses, including
attorneys' fees and disbursements, incurred by a person in connection with an
appearance as a witness in a proceeding at a time when the person has not been
made or threatened to be made a party to a proceeding.
SECTION 9.06. DETERMINATION OF ELIGIBILITY.
(a) All determinations whether indemnification of a person is
required because the criteria set forth in Section 2 have been
satisfied and whether a person is entitled to payment or reimbursement
of expenses in advance of the final disposition of a proceeding as
provided in Section 3 shall be made:
(1) by the Board by a majority of a quorum. Directors
who are at the time parties to the proceeding shall not be
counted for determining either a majority or the presence of a
quorum;
(2) if a quorum under clause (1) cannot be obtained
by a majority of a committee of the Board, consisting solely
of two or more directors not at the time parties to the
proceeding, duly designated to act in the matter by a majority
of the full Board, including directors who are parties;
(3) if a determination is not made under clause (1)
or (2) by special legal counsel, selected either by a majority
of the Board or a committee by vote pursuant to clause (1) or
(2) or, if the requisite quorum of the full Board cannot be
obtained and the committee cannot be established, by a
majority of the full Board including directors who are
parties;
(4) if a determination is not made under clauses (1)
to (3) by the shareholders, excluding the votes of shares held
by parties to the proceeding; or
(5) if an adverse determination is made under clauses
(1) to (4) or under paragraph (b), or if no determination is
made under clauses (1) to (4) or under paragraph (b) within 60
days after the termination of a proceeding or after a request
for an advance of expenses, as the case may be, by a court in
this state, which may be the same court in which the
proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
(b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings, a
director, officer or person possessing, directly or indirectly, the
power to direct or cause the direction of the management or policies of
the corporation, the determination whether indemnification of this
person is required because the criteria set forth in Section 2 have
been satisfied and whether this person is entitled to payment or
reimbursement of expenses in advance of the final disposition of a
proceeding as provided in Section 3 may be made by an annually
appointed committee of the Board, having at least one member who is a
director. The committee shall report at least annually to the Board
concerning its actions.
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SECTION 9.07. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person in that person's official capacity against any
liability asserted against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been required to indemnify
the person against the liability under the provisions of this section.
SECTION 9.08. DISCLOSURE. A corporation that indemnifies or advances
expenses to a person in accordance with this section in connection with a
proceeding by or on behalf of the corporation shall report to the shareholders
in writing.
SECTION 9.09. INDEMNIFICATION OF OTHER PERSONS. Nothing in this section
shall be construed to limit the power of the corporation to indemnify other
persons by contract or otherwise.
ARTICLE X
AMENDMENTS
SECTION 10.01. Subject to Section 10.02, these Bylaws may be amended by
a vote of the majority of the whole Board of Directors at any meeting, provided
that notice of such proposed amendment shall have been included in the notice of
such meeting given to the directors. The Board of Directors shall not adopt,
amend or repeal any Bylaw fixing a quorum for meetings of shareholders,
prescribing procedures for removing directors or filling vacancies in the Board
of Directors, or fixing their qualification, classification, term of office or
number; except that the Board may adopt or amend any Bylaw to increase its
number.
SECTION 10.02. Notwithstanding the provisions of Section 10.01, the
shareholders may amend or repeal any Bylaw by a majority vote of the
shareholders present or represented at any regular meeting or at any special
meeting of shareholders called for such purpose.
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