SPECTRASCIENCE, INC AMENDED BYLAWS
EXHIBIT
3.2
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.
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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.
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.
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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.
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 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 therefore; 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.
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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. Certificate
and Uncertificated Shares. Shares of the capital stock of this
Corporation may be certificated or uncertificated, as determined by the Board of
Directors. If certificated, the certificates shall be in such form or
forms as may be determined by the Board of Directors or those actually used in
the event the Board fails to act. Certificates shall be signed by the
President, Vice President, the Treasurer, or the Secretary or an Assistant
Secretary. If the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences, and relative, participating, optional, or other special rights of
the various classes of stock or series thereof and the qualifications,
limitations, or restrictions of such rights, together with a statement of the
authority of the Board of Directors to determine the relative rights and
preferences of subsequent classes or series, shall be set forth in full on the
face or back of the certificate (if any) which the Corporation shall issue to
represent such stock, or, in lieu thereof, such certificate (if any) shall
contain a statement that the stock is, or may be, subject to certain rights,
preferences, or restrictions and that a statement of the same will be furnished
without charge by the Corporation upon request by a
shareholder. Certificates representing the shares of the capital
stock of the Corporation shall be in such form not inconsistent with law or the
Articles of Incorporation or these Bylaws, as shall be determined by the Board
of Directors.
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.
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SECTION
5.03. TRANSFER OF STOCK. The shares of stock of the corporation shall
be transferable upon its books only by the record holder of such stock or by
attorney lawfully constituted in writing, and, in the case of certificated
shares, upon surrender to the Corporation of the old stock certificates,
properly endorsed, to the person in charge of the stock and transfer books, by
whom they shall be cancelled. A record shall be made of each
transfer, and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the
transfer. The Board of Directors may, by resolution duly adopted,
establish conditions upon the transfer of shares of stock to be issued by the
Corporation and the purchasers of such shares shall deem to have accepted such
conditions on transfer upon the receipt of the certificate representing such
shares, provided that the restrictions shall be referred to on the certificates
or the purchaser shall have otherwise been notified thereof.
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.
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
therefore 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.
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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.
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:
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(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;
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(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.
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;
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(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.
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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