EXHIBIT 3.2
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BY-LAWS
OF
CONSTELLATION BRANDS, INC.
(AS AMENDED AND RESTATED ON SEPTEMBER 18, 1998)
ARTICLE I
STOCKHOLDERS
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SECTION 1.1 ANNUAL MEETINGS. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either within
or without the State of Delaware, as may be designated by resolution of the
Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.
SECTION 1.2 SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors, and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.
SECTION 1.3 NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.
SECTION 1.4 ADJOURNMENTS. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 1.5 QUORUM. The Corporation's authorized capital stock consists
of 120,000,000 shares designated as Class A Common Stock (the "Class A Common"),
20,000,000 shares designated as Class B Common Stock (the "Class B Common") and
1,000,000 shares designated as Preferred Stock (the "Preferred Stock"). At each
meeting of stockholders, except as otherwise provided by law, the Corporation's
Restated Certificate of Incorporation or these By-Laws, the holders of shares
representing a majority of the votes entitled to be cast at the meeting by the
holders of all outstanding shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum. In the absence of a quorum, the
stockholders so present
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may adjourn the meeting from time to time in the manner provided in Section 1.4
of these By-Laws until a quorum shall attend. Such an adjournment may be
approved by the affirmative vote of a majority of the votes entitled to be cast
by the stockholders present or represented by proxy at such meeting
notwithstanding that a quorum is not present. Shares of its own stock belonging
to the Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of any corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
SECTION 1.6 VOTING. At each meeting of stockholders (a) each holder of
Class A Common present in person or represented by proxy at the meeting and
entitled to vote on a matter shall be entitled to cast one (1) vote for each
share of Class A Common held by such holder, (b) each holder of Class B Common
present in person or represented by proxy at the meeting and entitled to vote on
a matter shall be entitled to cast ten (10) votes for each share of Class B
Common held by such holder and (c) each holder of Preferred Stock present in
person or represented by proxy at the meeting shall be entitled to such voting
rights as shall be provided for in the Certificate of Designations relating to
the Preferred Stock held by such holder. Except as otherwise provided by law,
Section 2.2 of these By-Laws pertaining to the election of directors, or the
Corporation's Restated Certificate of Incorporation, all classes of stock shall
vote together as a single class and the affirmative vote of a majority of the
votes entitled to be cast by stockholders present in person or represented by
proxy at the meeting and entitled to vote on the matter shall be the act of the
stockholders. Except as otherwise required by law or by the Restated Certificate
of Incorporation, the Board of Directors may require a larger vote upon any
election or question.
SECTION 1.7 ORGANIZATION. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the Vice Chairman of
the Board, if any, or in his absence by the Chief Executive Officer, or in his
absence by the President or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
SECTION 1.8 PROXIES. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy in
any manner permitted by the General Corporation Law of the State of Delaware,
but no such proxy shall be voted or acted upon after three years from its date,
unless the 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
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation.
SECTION 1.9 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine 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
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without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. If no record
date is fixed: (1) 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; and (2) 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 a 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.
SECTION 1.10 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, 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 ten days prior to the
meeting, either at a place within the city 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 offices of the transfer agent. 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 of stockholders or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.
SECTION 1.11 ACTION BY CONSENT OF STOCKHOLDERS. Unless otherwise restricted
by the Restated Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the 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. 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.
SECTION 1.12 BUSINESS AT MEETINGS OF STOCKHOLDERS. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive
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offices of the Corporation not less than 120 days before the date of the
Corporation's proxy statement that was released to stockholders in connection
with its previous annual meeting of stockholders. If the date of the annual
meeting has been changed by more than 30 days from the date of the previous
year's annual meeting or if no annual meeting was held during the previous year,
then the notice must be received a reasonable time before the Corporation begins
to print and mail its proxy materials. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting: (w) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name, address and telephone number of the stockholder
proposing such business, (y) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (z) any material interest
of the stockholder in such business. A stockholder who makes a proposal shall
provide the Corporation with such additional information regarding the proposal
as shall be reasonably requested by the Corporation, including, without
limitation, any information necessary for the Corporation to comply with federal
securities laws. The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 1.12, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
ARTICLE II
BOARD OF DIRECTORS
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SECTION 2.1 NUMBER; QUALIFICATIONS. The Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. Directors shall be elected at the annual
meeting of stockholders and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
SECTION 2.2 ELECTION; RESIGNATION; REMOVAL; VACANCIES. At every meeting of
stockholders called for the election of directors, the holders of Class A
Common, voting as a class, shall be entitled to elect one-fourth (1/4) of the
number of directors to be elected at such meeting (rounded, if the total number
of directors to be elected at such meeting is not evenly divisible by four (4),
to the next higher whole number), and the holders of Class B Common, voting as a
class, shall be entitled to elect the remaining number of directors to be
elected at such meeting. Irrespective of the foregoing, if the number of
outstanding Class B Common shares is less than 12 1/2% of the total number of
outstanding shares of Class A Common and Class B Common, then the holders of the
Class A Common shall be entitled to elect one-fourth (1/4) of the number of
directors to be elected at such meeting (rounded, if the total number of
directors to be elected at such meeting is not evenly divisible by four (4), to
the next higher whole number) and shall be entitled to participate with the
holders of the Class B Common voting as a single class in the election of the
remaining number of directors to be elected at such meeting, provided that the
holders of Class A Common shall have one (1) vote per share and the holders of
Class B Common shall have ten (10) votes per share. In each case, the directors
shall be elected by a plurality of the votes entitled to be cast by the
stockholders who are present in person or represented by proxy at the meeting
and entitled to vote on the election of directors. If, during
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the interval between annual meetings for the election of directors, the number
of directors who have been elected by either the holders of the Class A Common
or the Class B Common shall, by reason of resignation, death, retirement,
disqualification or removal, be reduced, the vacancy or vacancies in directors
so created may be filled by a majority vote of the remaining directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director so elected by the remaining directors to fill any such vacancy may be
removed from office by the vote of the holders of a majority of the shares of
the Class A Common and the Class B Common voting as a single class, provided
that the holders of Class A Common shall have one (1) vote per share and the
holders of Class B Common shall have ten (10) votes per share.
SECTION 2.3 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine, and if so
determined notices thereof need not be given.
SECTION 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman, Chief Executive Officer, the President, any
Vice-President, the Secretary, or by any two members of the Board of Directors.
At least one days' notice thereof shall be given by the person or persons
calling the meeting, either personally, by mail or by telegram.
SECTION 2.5 TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
By-Law shall constitute presence in person at such meeting.
SECTION 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the Board
of Directors a majority of the whole Board shall constitute a quorum for the
transaction of business. Except in cases in which the Restated Certificate of
Incorporation or these By-Laws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 2.7 ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the Chief Executive
Officer, or in his absence by the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
SECTION 2.8 INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by
the Restated Certificate of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such 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.
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ARTICLE III
COMMITTEES
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SECTION 3.1 COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, 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 a member of the committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
power or authority in reference to amending the Restated Certificate of
Incorporation of the Corporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
dissolution, or amending these By-Laws; and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
SECTION 3.2 COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these By-Laws.
ARTICLE IV
OFFICERS
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SECTION 4.1 EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;
RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall choose a President
and Secretary, and it may, if it so determines, choose a Chairman of the Board
and a Vice Chairman of the Board from among its members. The Board of Directors
may also choose a Chief Executive Officer, one or more Vice-Presidents, one or
more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers,
and may choose such other officers as it may deem necessary, each of whom shall
have such titles and duties as shall be determined by the Board of Directors.
Each such officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders next succeeding this
election, and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the Corporation by death, resignation,
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removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.
SECTION 4.2 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be
one, shall preside at all meetings of the Board of Directors and stockholders,
and shall perform such other duties as the Board may direct.
SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Board of Directors may designate
whether the Chairman of the Board, if one shall have been chosen, or the
President shall be the Chief Executive Officer of the Corporation. If a Chairman
of the Board has not been chosen, or if one has been chosen but not designated
Chief Executive Officer, then the President shall be the Chief Executive Officer
of the Corporation. The Chief Executive Officer shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation, unless otherwise provided by the Board
of Directors. He shall preside at all meetings of the stockholders and shall see
that orders and resolutions of the Board of Directors are carried into effect.
He shall have general powers of supervision and shall be the final arbiter of
all differences among officers of the Corporation and his decision as to any
matter affecting the Corporation shall be final and binding as between the
officers of the Corporation subject only to the Board of Directors.
SECTION 4.4 PRESIDENT. If the Chairman of the Board has not been chosen
Chief Executive Officer or, if the Chairman of the Board has been so chosen, in
the event of his inability or refusal to act, the President shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. At all other times, the President shall have the active management of
the business of the Corporation under the general supervision of the Chief
Executive Officer. In general, he shall perform all duties incident to the
office of President, and such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.
SECTION 4.5 VICE-PRESIDENTS. In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice-Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
SECTION 4.6 SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or Chief Executive Officer, under whose supervision he shall be. He
shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
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signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.
SECTION 4.7 ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
SECTION 4.8 TREASURER. The Treasurer shall have the custody of the
corporate funds and 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 in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He 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 Chief Executive Officer and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he shall give the Corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and property of whatever kind in his possession or under
his control belonging to the Corporation.
SECTION 4.9 ASSISTANT TREASURER. The Assistant Treasurer, or if there be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
ARTICLE V
STOCK
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SECTION 5.1 CERTIFICATES. Every holder of stock 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 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 class and number
of shares of the Corporation owned by him. Any of or all the signatures on the
certificate may be a facsimile. 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.
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SECTION 5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it 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 such new certificate.
SECTION 5.3 TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 5.4 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not he bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.
ARTICLE VI
MISCELLANEOUS
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SECTION 6.1 FISCAL YEAR. The fiscal year of the Corporation shall be March
1 to the last day of February, unless otherwise determined by resolution of the
Board of Directors.
SECTION 6.2 SEAL. The corporate seal shall have the name of the Corporation
inscribed thereon and shall be in such form as may be approved from time to time
by the Board of Directors.
SECTION 6.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
COMMITTEES. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a 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, directors, or member of a
committee of directors need be specified in any written waiver of notice.
SECTION 6.4 INTERESTED DIRECTORS; QUORUM. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the
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meeting of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if: (1) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2)
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
SECTION 6.5 FORM OF RECORDS. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, micro photographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
SECTION 6.6 AMENDMENT OF BY-LAWS. These By-Laws may be altered or repealed,
and new By-Laws made, by the Board of Directors, but the stockholders may make
additional By-Laws and may alter and repeal any By-Laws whether adopted by them
or otherwise.