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EXHIBIT 3.3
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THE WMF GROUP, LTD.
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
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BY-LAWS
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AS ADOPTED ON MAY 14, 1997
AND
AMENDED ON APRIL 23, 1998
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BY-LAWS
OF
THE WMF GROUP, LTD.
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
SECTION 1 - CERTIFICATES REPRESENTING STOCK.
(a) Form
Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of, the corporation by the
Chairman or Vice Chairman of the Board of Directors, if any, or by the
President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the
corporation certifying the number of shares owned by him in the
corporation. Any and all signatures on any such certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
(b) Type
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and
whenever the corporation shall issue any shares of its stock as partly
paid stock, the certificates representing shares of any such class or
series or of any such partly), paid stock shall set forth thereon the
statements prescribed by the General Corporation Law of the State of
Delaware. Any restrictions 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.
(c) Replacement
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner
of any lost stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify
the corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such, new certificate.
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SECTION 2 - FRACTIONAL SHARE INTERESTS
The corporation may, but shall not be required to, issue 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 that 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
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 conditions 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 that the Board of Directors may impose.
SECTION 3 - STOCK TRANSFERS
Upon compliance with provisions restricting the transfer or registration of
transfer of shares of stock, if any, transfers or registration of transfers of
shares of stock of the corporation shall be made only on the stock ledger of
the corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
SECTION 4 - RECORD DATE FOR STOCKHOLDERS
For the purpose of determining the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or 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 directors may fix, in advance, a record date, that shall not be more than
60 days nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other action. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; the record date
for determining stockholders 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 stockholders 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 stockholders of record entitled
to notice of or to vote at any meeting of stockholders 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.
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SECTION 5 - MEANING OF CERTAIN TERMS
As used herein in respect of the right to notice of a meeting of stockholders
or a waiver thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term "share" or
"shares," or "share of stock" or "shares of stock," or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a
holder or holders of record of outstanding shares of stock when the corporation
is authorized to issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any
holder or holders of record of outstanding shares of stock of any class upon
which or upon whom the certificate of incorporation confers such rights where
there are two or more classes or series of shares of stock or upon which or
upon whom the General Corporation Law confers such rights notwithstanding that
the certificate of incorporation may provide for more than one class or series
of shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class
or series that is otherwise denied voting rights under the provisions of the
certificate of incorporation, except as any provision of law may otherwise
require.
SECTION 6 - STOCKHOLDER MEETINGS
(a) Time
The annual meeting shall be held on the date and at the time fixed by
the directors provided that an annual meeting shall be held on a date
within 13 months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.
(b) Place
Annual meetings and special meetings shall be held at such place
within or out of the State of Delaware, as the directors may, from
time to time fix. Whenever the directors shall fail to fix such place,
the meeting shall be held at the principal place of business and
headquarters of the corporation.
(c) Call
Annual meetings and special meetings may be called by the directors or
by any officer instructed by the directors to call the meeting
(d) Notice or Waiver of Notice
Written notice of all meetings shall be given, stating the place,
date, and hour of the meeting and stating the place within the city or
other municipality or community at which the list of stockholders of
the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors
and for the transaction of other
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business that may properly come before the meeting, and shall, (if any
other action that could be taken at a special meeting is to be taken
at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes
for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information,
or documents prescribed by the General Corporation Law of the State of
Delaware. Except as otherwise provided by the General Corporation
Law, a copy of the notice of any meeting shall be given, personally or
by mail, not less than 10 days nor more than 60 days before the date
of the meeting, unless the lapse of the prescribed period of time
shall have been waived, and directed to each stockholder at his record
address or at such other address that he may have furnished by request
in writing to the Secretary of the corporation. 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 30 days hence, and/or to another place, and if an
announcement of the adjourned time and/or place is made at the
meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date
for the adjourned meeting. Notice need not be given to any stockholder
who submits a written waiver of notice signed by him before or after
the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
(e) Stockholder List
The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a
period of at least 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, which place shall be specified in the notice of the
meeting or if not so specified, at the place where the meeting is to
be held. The list 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 stockholder who is present. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by this section or the books of
the-corporation, or to vote at any meeting of stockholders.
(f) Conduct of Meeting
Meetings of the stockholders shall be presided over by one of the
following officers in the order of seniority and if present and
acting--the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, or if none of the
foregoing is
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in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a secretary of the meeting.
(g) Proxy Representation
Every stockholder may authorize another person or persons to act for
him by proxy in all matters in which a stockholder 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 stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three
years from its date unless such proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy
may be made irrevocable regardless of whether the interest with which
it is coupled is an interest in the stock itself or an interest in the
corporation generally.
(h) Inspectors
The 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, but need not, 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 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 to faithfully execute the duties of 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 stockholders. On
request of the person presiding at the meeting, 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.
(i) Quorum
The holders of thirty-four percent (34%) of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the
meeting in the absence of a quorum.
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(j) Voting
Each share of common stock shall entitle the holder thereof to one
vote. Each holder of preferred stock shall be entitled to the voting
rights fixed by the Board of Directors but in no event more than one
vote for each share of Preferred Stock held. 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
General Corporation Law prescribes a different percentage of votes
and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of
incorporation and the By-Laws. In the election of directors, and for
any other action, voting need not be by ballot.
SECTION 7 - STOCKHOLDER ACTION WITHOUT MEETINGS
Any action required by the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action that may be taken at any annual
or special meeting of stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, and shall be delivered to the corporation at its the
principal place of business of the corporation to the attention of the
President and the Secretary of the Corporation. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE II
DIRECTORS
SECTION 1 - POWERS
The business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors of the corporation. The Board of Directors
shall have the authority to fix the compensation of the members thereof. The
use of the phrase "whole board" herein refers to the total number of directors
that the corporation would have if there were no vacancies.
SECTION 2 - QUALIFICATIONS AND NUMBER.
A director need not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware. The initial Board of Directors shall consist
of seven (7) persons. Thereafter the number of directors constituting the whole
board shall be at least one. Subject to the foregoing limitation and except
for the first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or if the number is not fixed,
the number shall be seven (7). The number of directors may be increased or
decreased by action of the stockholders or directors.
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SECTION 3 - ELECTION AND TERM
The first Board of Directors, unless the members thereof shall have been named
in the Certificate of Incorporation, shall be elected by the incorporator or
incorporators and shall hold of office until the first annual meeting of
stockholders and until their successors are elected and qualified or until
their earlier resignation or removal. Any director may resign at any time upon
written notice to the corporation. Thereafter, directors who are elected at an
annual meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the
next annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors and/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 removal of directors with 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 - MEETINGS
(a) Time
Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
(b) Place
Meetings shall be held at such place within or out of the State of
Delaware as shall be fixed by the Board.
(c) Call
No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice Chairman of
the Board, if any, of the President, or of a majority of the directors
in office.
(d) Notice of Actual or Constructive Waiver
No notice shall be required for regular meetings for which the time and place
have been fixed. Written, oral, or any other mode of notice of the time and
place shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. Notice need not be given to any director or
to any member of a committee of directors who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when he attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
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because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
(e) Quorum and Action
A majority of the whole Board shall constitute a quorum except when a vacancy
or vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum provided that such majority shall constitute
at least one-third of the whole Board. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time and
place. Except as herein otherwise provided, and except as otherwise provided by
the General Corporation Law, the vote of the majority of the directors present
at a meeting which a quorum is present shall be the act of the Board of
Directors. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law and
these By-Laws that govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested directors.
(f) Telecommunications
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 by means of which all persons participating in the meeting can hear
each other.
(g) Chairman of the Meeting
The Chairman of the Board, if any and if present and acting, shall preside at
all meetings. Otherwise, the Vice Chairman of the Board, if any and if present
and acting, or the President, if present and acting, or any other director
chosen by the Board, shall preside.
SECTION 5 - REMOVAL OF DIRECTORS
Except as may otherwise be provided by the General Corporation Law of the State
of Delaware, any director or the entire Board of Directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors.
SECTION 6 - COMMITTEES.
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, including but not limited to an Audit
Committee and a Compensation Committee. Each committee to consist of one or
more of the directors of the corporation. 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 any member of any such committee or committees, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute
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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. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with the exception of
any authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be
affixed to all papers that may require it.
SECTION 7 - WRITTEN ACTION
Any action required or permitted to be taken at any meeting of the Board of
Directors or 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.
ARTICLE III
OFFICERS
SECTION 1 - EXECUTIVE OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice Chairman of the Board, one or more
Executive Vice Presidents, one or more other Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
Officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the Chairman or Vice
Chairman of the Board, if any, need be a director. Any number of offices may be
held by the same person, as the directors may determine.
SECTION 2 - TERM
Unless otherwise provided for in the resolution choosing him, each Officer
shall be chosen for a term that shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided. The Board of
Directors may require any officer to give security for the faithful performance
of his duties. Any officer may resign at any time by giving written notice to
the Board of Directors, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified therein or if the time be
not specified, at the time it is accepted by action of the Board of Directors.
Except as aforesaid, the acceptance of such resignation shall not be necessary
to make it effective. All officers and agents elected or appointed by the
Board of Directors shall be subject to removal at any time by the Board of
Directors or by the stockholders of the corporation with or without cause.
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SECTION 3 - AUTHORITY AND DUTIES
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office
except to the extent that such resolutions may be inconsistent therewith. The
Secretary or an Assistant Secretary of the corporation shall record all of the
proceedings of all meetings and actions in writing of stockholders, directors,
and committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board shall assign to them. Any vacancy
in any office may be filled by the Board of Directors.
SECTION 4 - THE PRESIDENT
The President shall be the chief executive officer of the Corporation. The
President shall have general and active management and control of the business
and affairs of the Corporation subject to the control of the Board, and shall
see that all orders and resolution of the Board are carried into effect.
SECTION 5 - THE SECRETARY
The Secretary shall, to the extent practicable, attend all meetings of the
Board of Directors and all meetings of the stockholders and shall record all
votes and the minutes of all proceedings in a book to be kept for that purpose.
The Secretary may give, or cause to be given, notice of all meetings of the
stockholders and of the Board, and shall perform such other duties as may be
prescribed by the Board of Directors, or the President, under whose supervision
the Secretary shall act. The Secretary shall keep in safe custody the seal of
the corporation and affix the same to any duly authorized instrument requiring
it and, when so affixed, it shall be attested by signature of the Secretary or
by the signature of the Treasurer or, if appointed, an Assistant Secretary or
an Assistant Treasurer. The Secretary shall keep in safe custody the
certificate books and stockholder records and such other books and records as
the Board of Directors may direct, and shall perform all other duties as from
time to time may be assigned by the Board of Directors or the President.
SECTION 6 - THE TREASURER
The Treasurer shall have the care and custody of the corporate funds and other
valuable effects, including securities, and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation,
and shall deposit all moneys and other valuable effects into the name and to
the credit of the corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors, at their
regular meetings of the Board of Directors, or whenever they may require it, an
account of all transactions and of the financial condition of the corporation,
and shall perform all other duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the Board of
Directors, or the President.
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ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
EXONERATION, INDEMNIFICATION, AND INSURANCE
SECTION 1 - EXONERATION AND INDEMNIFICATION
(a) Exoneration
As provided in the certificate of incorporation, and to the fullest
extent permitted by the General Corporation Laws as the same exists or
may hereafter be amended, a director of this corporation shall not be
personally liable to the corporation or its stockholders for breach of
fiduciary duty as a director.
(b) Indemnification
Without limitation of any right conferred by paragraph (a) of this
Section 1, any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceedings, whether
civil, criminal, administrative or investigative, by reason of the
fact that he, his testator or intestate is or was a director, officer,
employee or agent of the corporation, or is or was acting at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, including, without limitation, as a fiduciary of, or
otherwise rendering services to, any employee benefit plan of or
relating to the corporation, shall be indemnified by the corporation
against expenses (including attorneys' fees), judgments, fines, excise
taxes and amount paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, or in
connection with such action, suit or proceeding, in connection with
any appeal therein, or in enforcing this provision; provided, that
such person acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation,
and with respect to a criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful; except that no
indemnification shall be made in the case of an action, suit or
proceeding by or in the right of the corporation in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such director, officer, employee or agent is liable to
the corporation,
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unless a court having jurisdiction shall determine that, despite such
adjudication, such person is fairly and reasonably entitled to
indemnification.
(c) No Exclusivity
The foregoing rights of exoneration and indemnification shall not be
deemed exclusive of any other rights to which any director, officer,
employee or agent may be entitled, or of any power of the corporation
apart from the provisions of this Section 1.
SECTION 2 - INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or any
person who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent and in the manner permitted by
the applicable laws of the United States and the State of Delaware from time to
time in effect, whether or not the corporation would have the power to
indemnify such person under Section 1 of this Article VI.
ARTICLE VII
AMENDMENT OF BY-LAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these By-Laws and to adopt new By-Laws may be exercised by the Board of
Directors or by the stockholders.
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