BY-LAWS
OF
GEL, INC.
ARTICLE I
OFFICES
SECTION 1. The registered office shall be in the City of Livonia,
County of Wayne, State of Michigan.
SECTION 2. The Corporation may also have offices at such other places
both within or without the State of Michigan as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
FISCAL YEAR
SECTION 1. The fiscal year of the corporation shall end on the last day
of December, of each year unless another date shall be fixed by resolution of
the Board of Directors. After such date is fixed, it may be changed for future
fiscal years at any time by further resolution of the Board of Directors.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 1. All meetings of the Shareholders for the election of
Directors shall be by waiver of notice and consent or shall be held at such
place either within or without the State of Michigan as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of Shareholders for any other purpose may be held at such time and
place, within or without the State of Michigan, as shall be stated in the notice
of the meeting or in a duly executed Waiver of Notice thereof.
SECTION 2. Annual meetings of Shareholders, if actually held shall be
held on such date and time as shall be designated f rom time to time by the
Board of Directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a Board of Directors, and transact such other business
as may properly be brought before the meeting.
SECTION 3. When required by law, written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
Shareholder entitled to vote at such meeting not less than ten (10) nor more
than ninety (90) days before the date of the meeting.
SECTION 4. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be held by waiver of notice and consent or may be called by
the President and shall be called by the President or Secretary at the request
in writing of any two (2) of the Board of Directors, or at the request in
writing of Shareholders owning not less than ten (10%) percent of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
SECTION 5. When required by law, written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than three (3) nor
more than sixty (60) days before the date of the meeting, to each Shareholder
entitled to vote at such meeting.
SECTION 6. Business transacted at any special meeting of Shareholders
shall be limited to the purposes stated in the notice unless all of said
Shareholders agree to do otherwise.
SECTION 7. Except as otherwise provided by statute or by the Articles
of Incorporation, the holders of fifty (50%) percent of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the Shareholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the Shareholders, the Shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such-adjourned
meeting at which a quorum shall be present or represented at the meeting as
originally notified. If the adjournment is for more than sixty (60) 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 Shareholder of record
entitled to vote at the meeting.
SECTION 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
SECTION 9. Each Shareholder shall be entitled to one vote in person or
by proxy for each share of capital stock having voting power held by such
Shareholder, but no proxy shall be voted on after three (3) months from its
date, unless the proxy provides for a longer period. If the Articles of
Incorporation provide for more or less than one vote for any share of on any
matter, every reference in this Article to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock. At all elections of Directors of the Corporation each Shareholder having
voting power shall be entitled to exercise the right of cumulative voting if
provided in the Articles of Incorporation.
SECTION 10. Whenever the vote of Shareholders at a meeting thereof
is required or
permitted to be taken for or in connection with any corporate action, by any
provision of the statutes, the meeting and vote of Shareholders may be dispensed
with if all of the Shareholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such corporate
action taken; or if the Articles of Incorporation authorized the action to be
taken with the written consent of the holders of less than all of the stock who
would have been entitled to vote upon the action if a meeting were held, then on
the written consent of the Shareholders having not less than such percentage of
the number of votes as may be authorized in the Articles of Incorporation;
provided that in no case shall the written consent be by the holders of stock
having less than the minimum percentage of the vote required by statute for the
proposed corporate action, and provided that prompt notice must be given to all
Shareholders of the taking of corporate action without a meeting and by less
than unanimous written consent.
ARTICLE IV
DIRECTORS
SECTION 1. The number of Directors which shall constitute the whole
Board shall be determined, from time to time, at the Annual Meeting of
Shareholders, or at any Special Meeting of Shareholders called for that purpose
set forth in Article III, Section 4, and except as provided in Section 2 of this
Article, and each Director elected shall hold office until his successor is
elected and qualified. Directors need not be Shareholder .
SECTION 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly, elected and shall qualify, unless
sooner displaced. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute.
SECTION 3. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-laws directed or required to be
exercised or done by the Shareholders.
SECTION 4. A Director of the Corporation who is either present at a
meeting of the Board of Directors at which action on any corporate matter is
taken, or who is absent but has notice of such action by certified mail, shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of the meeting
before the adjournment thereof or shall forward such dissent by certified mail
to the Secretary of the Corporation immediately after the adjournment of the
meeting or within seven (7) days after written notification of such action by
certified mail. The objection shall be deemed made when mailed by certified
mail. Such right to dissent shall not apply to a Director who voted in favor of
such action.
MEETING OF THE BOARD OF DIRECTORS
SECTION 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Michigan.
SECTION 6. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
Shareholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the Shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the Directors.
SECTION 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 8. Special meetings of the Board may be called by the President
on one day's notice to each Director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request by (2) of the Directors.
SECTION 9. At all meetings of the Board, a majority of the Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
SECTION 10. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filled with the
minutes of proceedings of the Board or committee.
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SECTION 11. Members of the Board of Directors may participate in a
board meeting 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
section shall constitute presence in person at such meeting.
ARTICLE V
NOTICES
SECTION 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or Stockholder, it shall not be construed to mean personal notice
unless specifically allowed, but such notice may be given in writing, by mail,
addressed to such Director or Stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors may also be given by telegram.
SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE VI
OFFICERS
SECTION 1. The Board of Directors, within twenty-one (21) days after
the annual election of the Directors in each year, shall elect from their number
a President of the Corporation and shall also elect a Secretary and a Treasurer,
who need not be members of the Board. The Board at that time or from time to
time may elect one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers who may or may not be members of the Board. The same person may hold
any two or more offices excepting those of President and Vice President, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board may also appoint such other officers and agents as it may
deem necessary for the transaction of the business of the Corporation.
SECTION 2. The term of office of all officers shall be one year or
until their respective successors are chosen, but any officer may be removed
from office, with or without cause, at any
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meeting of the Board of Directors by the affirmative vote of a majority of the
Directors then in office. The Board of Directors shall have power to fill any
vacancies in any offices occurring from whatever reason.
SECTION 3. The salaries and other compensation of all officers of
the Corporation shall be fixed by the Board of Directors.
SECTION 4. The President shall be the chief executive officer of the
Corporation and shall have responsibility for the general and active
management of the business of the Corporation, and shall see that all orders
and resolutions of the Board are carried into effect. He shall execute all
authorized conveyances, contracts, or other obligations in the name of the
Corporation except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation. He shall preside at all meetings of the Shareholders and
Directors and shall be ex-officio a member of all standing committees of the
Board.
SECTION 5. The Vice Presidents (if any) in the order designated by the
Board of Directors or, lacking such a designation, by the President, shall in
the absence or disability of the President perform the duties and exercise the
powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
SECTION 6. The Secretary shall attend all meetings of the board and all
meetings of the Shareholders and record all votes and the minutes of all
proceedings 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 Shareholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or by the President, under whose supervision he shall act. He shall
execute with the President all authorized conveyances, contracts or other
obligations in the name of the Corporation except as otherwise directed by the
Board of Directors. He shall keep in safe custody the seal of the Corporation
and, when authorized by the Board, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary.
The Secretary shall keep a register of the post office address of each
shareholder. Said address shall be furnished to the Secretary by such
shareholder and the responsibility for keeping said address current shall be
upon the shareholder. The Secretary shall have general charge of the stock
transfer books of the Corporation.
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SECTION 7. The Treasurer shall have custody of and keep account of all
money, funds and property of the Corporation, unless otherwise determined by the
Board of Directors, and he shall render such accounts and present such
statements to the Directors and Presidents as may be required of him. He shall
deposit funds of the Corporation which may come into his hands in such bank or
banks as the Board of Directors may designate. He shall keep his bank accounts
in the name of the Corporation and shall exhibit his books and accounts at all
reasonable times to any Director of the Corporation upon application at the
office of the Corporation during business hours. If required by the Board of
Directors, he shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the board for the faithful performance
of the duties of his office and for the restoration to the Corporation in case
of his death, resignation or removal from office of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
SECTION 8. The Assistant Secretaries and the Assistant Treasurers (if
any), respectively, (in the order designated by the Board of Directors or,
lacking such designation, by the President) in the absence of the Secretary or
the Treasurer, as the case may be, shall perform the duties and exercise the
powers of such Secretary or Treasurer and shall perform such other duties as the
Board of Directors shall prescribe.
ARTICLE VII
CERTIFICATES OF SHARES
SECTION 1. Every holder of shares 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 or the President
or a Vice-President and 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.
Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount paid thereon shall be specified.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the
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certificate which the Corporation shall issue to represent such class or series
of shares, provided that, except as otherwise provided in Section 471 and 472 of
the Michigan Business Corporation Act, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of shares, a statement
that the Corporation will furnish without charge to each Shareholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof -and
the qualifications, limitations or restrictions of such preferences and/or
rights.
SECTION 2. Where a certificate is countersigned (1) by a transfer agent
other than the Corporation or its employee, or, (2) by a registrar, other than
the Corporation or its employee, any other signature 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.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate or shares to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
SECTION 4. 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.
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FIXING RECORD DATE
SECTION 5. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or 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 (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. Absent Board
of Director action, the record date shall be ten (10) days before the date of
such meeting.
REGISTERED STOCKHOLDERS
SECTION 6. 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 be bound to recognize any equitable or other claim of 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 Michigan.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. To the extent permitted by Michigan law from time to time
in effect and subject to the provisions of Section 3 oi this Article, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (whether
or not by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation, or 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, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or its shareholders, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in
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a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe
that his conduct was unlawful.
SECTION 2. To the extent permitted by Michigan law, from time to time
in effect and subject to the provisions of Section 3 of this Article, the
Corporation shall have power to indemnify any person who was or is a party to or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or 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 against expenses (including attorneys' fees)
actually and reasonably incurred by him , in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
SECTION 3. Any indemnification under Sections 1 and 2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections I or 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable
and a quorum of disinterested directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) by the
shareholders.
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SECTION 4. If a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise as a party to any action, suit or
proceedings referred to in Sec tions I or 2 of this Article, or with respect to
any claim, issue or matter therein (to the extent that a portion of his expenses
can be reasonably allocated thereto), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 5. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, as authorized by the
Board of Directors, whether a disinterested quorum exists or not, upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this Article shall be
indemnified.
SECTION 6. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any agreement, vote of share holders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 7. 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 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 against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article or of Sections 561 to 569 of
the Michigan Business Corporation Law.
ARTICLE IX
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any
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regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Articles of Incorporation and the Michigan Business Corporation Act.
SECTION 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for' equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created
ANNUAL STATEMENT
SECTION 3. When called for by a vote of the Shareholders, the Board
of Directors shall present at each annual meeting and at any special meeting
of the shareholders a full and clear statement of the business and condition
of the Corporation.
CHECKS
SECTION 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from
time to time designate.
SEAL
SECTION 5. The corporate seal shall have inscribed thereon the name
of the Corporation and the words "Corporate Seal, Michigan". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
LOANS
SECTION 6. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
The Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiary, including any officer or employee who is a director of the
Corporation or its subsidiary, whenever, in the judgment of the directors,
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such loans, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest,, and may be unsecured or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of any corporation at
common law or under any statute.
CONTRACTS
SECTION 7. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
No contract or transaction between a corporation and one or more of its
directors or officers, or between a 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 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 interest and as
to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of
the shareholders; 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 shareholders.
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.
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ARTICLE X
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the shareholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Articles of
Incorporation, at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.
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