Ex99-9 to 2003 Form U5S

EX-99 11 ex99-9.htm 99-9 Ex99-9 to 2003 Form U5S

Ex99-9

BY-LAWS

HORIZON POWER, INC.

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held each
year at a time and place to be designated by the President of the Corporation.

Section 2. Special Meetings. Special Meetings of shareholders may be called at any time
by a majority of the Directors, the President of the Corporation or the holders of not less than 25 percent of
all of the shares entitled to vote at a meeting.

Section 3. Notice. The Secretary shall give written notice, personally or by
mail, to all shareholders of record of the holding of any regular or special meeting of shareholders. Notice
shall be given personally or by first class mail not fewer than ten nor more than fifty days prior to the date of
the meeting or by third-class mail not fewer than twenty-four nor more than fifty days prior to the date of the
meeting. No notice shall be required in the case of any shareholder who waives the same in writing or attends
the meeting without protesting prior to its conclusion the lack of notice. Notice of a special meeting shall
state the purpose for which the meeting is called.

Section 4. Quorum and Vote. The presence in person or by proxy of holders of the
majority of outstanding stock entitled to vote shall be necessary to constitute a quorum. The affirmative vote
of a majority of the votes cast at a meeting shall be the act of the shareholders, provided that a quorum is
present at such meeting and that the vote of a greater or lesser number of shares is not required by law or by
the certificate of incorporation.

Section 5. Adjourned Meetings. In case a quorum shall not be present at
any duly called meeting, the majority of those present may adjourn the meeting from time to time not exceeding
thirty days at any one time until a quorum shall be present and the business of the meeting accomplished; and of
such adjourned meeting, no notice need be given except as required by law.

Section 6. Written Consent of Shareholders. Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

ARTICLE II

Directors

Section 1. Number. The number of Directors of the Corporation shall be such number, but
not less than three, as is fixed from time to time by the Board of Directors by vote of a majority of the entire
Board, except that when there are fewer than three shareholders, the number of Directors may be less than three,
but not less than the number of shareholders. The "entire Board" means the total number of Directors the
Corporation would have if there were no vacancies. Until further action by the Board of Directors, the number of
Directors shall be three.

Section 2. Election. The Directors shall be chosen at the annual shareholders'
meeting by a plurality of the votes cast, and each of such Directors shall serve until the next annual meeting of
shareholders and until such Director's successor has been elected and qualified. Any vacancy occurring in the
Board of Directors by reason of death, resignation, removal (with or without cause) or disqualification of a
Director or increase in the number of Directors, or for any other reason, shall be filled by a majority of the
Directors remaining; and such Director shall serve until the next annual meeting of shareholders and until such
Director's successor is elected. A Director need not be a shareholder. The Directors may elect from their
number a Chairman.

Section 3. Quorum. A majority of the entire Board of Directors shall be necessary to
constitute a quorum unless the number of Directors in office is less than a quorum, in which event any newly
created directorship and any vacancy may be filled by the affirmative vote of one of the Directors then in office.

Section 4. Meetings. Meetings of the Board of Directors will be held upon the
call of and at such times and places as are designated by the President or the Secretary; and such call shall be
issued whenever requested in writing by any two Directors. Meetings may be held outside the State of New York.
Notice of each meeting shall be by telegram or by any written communication, but no notice shall be required in
the case of any Director who waives the same or attends the meeting. If such notice is served personally or by
telegram, it must be so served not less than two days prior to the meeting; and, if mailed, it must be mailed not
less than five days prior to the meeting.

Any one or more members of the Board, or any committee thereof, may
participate in a meeting of such Board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

Section 5. Written Consent of Directors. Any action required or permitted
to be taken by the Board of Directors or any committee thereof, may be taken without a meeting if all members of
the Board or of the committee consent in writing to the adoption of the resolution authorizing the action. The
resolution and the written consent thereto by the members of the Board or committee shall be filed with the
minutes of the proceeding of the Board or committee.

Section 6. Removal of Directors. Any Director may be removed with or
without cause at any time by the vote of shareholders holding a majority of shares entitled to vote thereon at a
meeting of shareholders.

Section 7. Committees of the Board. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive committee and other committees,
each consisting of three or more Directors and each of which, to the extent provided in such resolution and not
prohibited by law, shall have the authority of the Board. Each such committee shall serve at the pleasure of the
Board. The necessary notice of meetings of each such committee, and procedure thereat, shall be in accordance
with the resolution appointing the same or, if not so provided, as determined by each such committee itself.

ARTICLE III

Procedure at Meetings

The order of business and all other matters of procedure at any meeting of shareholders or
Directors, unless determined at the meeting itself by majority vote, shall be determined by the person presiding,
who shall be the President or, in his absence, such other officer or Director as shall be chosen by a majority
vote at such meeting.

ARTICLE IV

Officers

Section 1. Election. The Corporation shall have such officers as the Board of
Directors may elect, which may include a President, Vice President, Secretary, Treasurer, and such other officers
as the Board of Directors shall deem appropriate. Such officers shall serve at the pleasure of the Directors and
shall receive compensation to be determined by the Board.

Section 2. President. The President shall be the chief executive officer of the
Corporation. The President shall have supervision and control of the management of the business of the
Corporation, shall have authority to fix compensation of all employees of the Corporation other than the
officers, shall be generally in charge of all the affairs of the Corporation, and shall see that all orders and
resolutions of the Board are carried into effect.

Section 3. Vice President. The Vice President or, if more than one, the Vice Presidents
in the order determined by the Board, in the absence or incapacity of the President, shall perform the duties of
that officer; and shall perform such duties as the Board and the President may from time to time prescribe.

Section 4. Secretary. The Secretary shall have custody of the minutes of the
Corporation, have charge of the certificate book and shall perform the other duties customarily performed by the
Secretary of a corporation.

Section 5. Treasurer. The Treasurer shall maintain the financial records of the
Corporation and perform the other duties customarily performed by the Treasurer of a corporation.

ARTICLE V

Indemnification of Directors and Officers

Section 1. Indemnification. The Corporation shall indemnify to the broadest and maximum
extent permitted by the New York Business Corporation Law, as the same exists on the date of the adoption of this
Article or to the greater extent permitted by any amendment of that Law (the intent being to provide the greatest
of those indemnification rights permitted by that Law at any time from the time of the act or omission through
the final disposition of the action) any person ("Indemnitee") made or threatened to be made a party to any
action or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the
right of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
which any Director or officer of the Corporation served in an capacity at the request of the Corporation, by
reason of the fact that such person is or was a Director or officer of the Corporation or is or was serving such
other enterprise at the request of the Corporation; provided, however, that the Corporation shall provide
indemnification in connection with any such action or proceeding initiated by an Indemnitee only if such action
or proceeding was authorized by the Board of Directors.

Section 2. Advances. Expenses incurred by any Indemnitee in defending an action
or proceeding shall be paid by the Corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of an Indemnitee to repay the expenses so advanced by the
Corporation to the extent they exceed the indemnification to which the Indemnitee is entitled. Unless otherwise
required by law, such Indemnitee shall not be required as a condition of obtaining advancement of expenses
hereunder to show that the Indemnitee has met the applicable standard of conduct provided by law for
indemnification in connection with such action or proceeding.

Section 3. Inurement. The rights of indemnification and advancement of expenses
provided for in this Article shall inure to the benefit of the Indemnitee's legal representatives, heirs and
distributees.

Section 4. Insurance. The Board of Directors of the Corporation may, in its
discretion, authorize the Corporation to purchase and maintain insurance to indemnify itself for any obligation
that it incurs as a result of the indemnification of any Indemnitee or to indemnify any Indemnitee to the fullest
extent permitted by law.

Section 5. Interpretation. To the extent permitted under applicable law, the
rights of indemnification and advancement of expenses provided in this Article (a) shall be available with
respect to events occurring prior to the adoption of this Article, (b) shall continue to exist after any
rescission or restrictive amendment of this Article with respect to events occurring prior to such rescission or
amendment, (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the
event or events giving rise to the action or proceeding or, at the sole discretion of the Indemnitee (or, if
applicable, at the sole discretion of the heirs, distributees or legal representatives of such Indemnitee seeking
such rights), on the basis of applicable law in effect at the time such rights are claimed and (d) shall be in
the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation
and the Indemnitee were parties to a separate written agreement.

Section 6. Other Rights. The rights of indemnification and advancement of expenses
provided in this Article shall not be deemed exclusive of any other rights to which any Indemnitee or other
person may now or hereafter be otherwise entitled, whether contained in the Certificate of Incorporation, these
By-Laws, a resolution of the Board of Directors or an agreement providing for such indemnification, the creation
of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the
rights of indemnification and advancement of expenses provided in this Article shall not be deemed exclusive of
any rights, pursuant to statute or otherwise, of any Indemnitee or other person in any action or proceeding to
have assessed or allowed in his or her favor, against the Corporation or otherwise, his or her costs and expenses
incurred therein or in connection therewith or any part thereof.

Section 7. Notice to Shareholders. If any action with respect to indemnification of
Directors and officers is taken by way of payment of indemnification, amendment of these By-Laws, resolution of
Directors or by agreement, then the Corporation shall, not later than the next annual meeting of shareholders,
unless such meeting is held within three months from the date of such action, and, in any event, within fifteen
months from the date of such action, mail to its shareholders of record at the time entitled to vote for the
election of Directors a statement specifying the action taken.

Section 8. Severability. If this Article or any part hereof shall be held
unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum
extent necessary to make it enforceable, and the remainder of this Article shall remain fully enforceable.

ARTICLE VI

Certificates for Shares

Section 1. General Requirements. Certificates representing shares or fractions of a
share of the Corporation shall be bound in a book, shall be numbered and issued in consecutive order, shall be
signed by the Chairman of the Board of Directors, President or Vice President and the Secretary or Treasurer,
under the Corporation's seal; and in the stub of each certificate shall be entered the name of the person owning
the shares represented thereby, the number of such shares and the date of issue. All certificates exchanged or
returned to the Corporation shall be marked cancelled, with the date of cancellation, by the Secretary, and shall
be immediately attached to the stubs in the certificate books from which they were detached when issued.

Section 2. Lost Certificates. The Board of Directors may direct a new share
certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been
lost, destroyed or wrongfully taken, upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, destroyed or wrongfully taken. As a condition of authorizing such issue of a new
certificate, the Board of Directors may, in its discretion, require the owner of such lost, destroyed or
wrongfully taken certificate, or the owner's legal representative, 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, destroyed or wrongfully taken.

ARTICLE VII

Amendments

These By-Laws and any hereafter adopted may be added to, amended, altered or repealed by a
majority of the votes cast at a duly held meeting of shareholders by the holders of shares entitled to vote
thereto. Subject to any restrictions imposed by shareholders, these By-Laws and any hereafter adopted may be
added to, amended, altered or repealed by a vote of the majority of the Directors present at any duly held
meeting.