exhibit3.htm
These
Bylaws are supplemental to the New York Business Corporation Law and other
applicable provisions of law, as the same shall from time to time be in
effect.
ARTICLE
I - MEETINGS OF SHAREHOLDERS
Section
101 - Place of Meetings
All
meetings of the shareholders shall be held at such place or places, within
or
without the State of New York, as shall be determined by the Board of Directors
from time to time.
Section
102 - Annual Meetings
The
annual meeting of the shareholders for the election of directors and the
transaction of such other business as may properly come before the meeting
shall
be held at such date or hour as may be fixed by the Board of Directors. Any
business which is a proper subject for shareholder action may be transacted
at
the annual meeting, irrespective of whether the notice of said meeting contains
any reference thereto, except as otherwise provided by applicable
law.
Section
103 - Special Meeting
Special
meetings of the shareholders may be called at any time by the Board of
Directors.
Section
104 - Conduct of Shareholders’ Meetings
The
President of the Corporation shall preside at all shareholders’
meetings. In the absence of the President, the Chairperson shall
preside or, in his/her absence, any officer designated by the Board of
Directors. The officer presiding over the shareholders’ meeting may
establish such rules and regulations for the conduct of the meeting as he/she
may deem to be reasonably necessary or desirable for the orderly and expeditious
conduct of the meeting. Unless the officer presiding over the
shareholders’ meeting otherwise requires, shareholders need not vote by ballot
on any question.
Section
105– Nomination by Shareholders and New Business
Proposals
(a) Nominations
of persons for election to the Board of Directors and the proposal of business
to be transacted by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Corporation’s notice with respect to such
meeting, (ii) by or at the direction of the Board of Directors or (iii) by
any
stockholder of record of the Corporation who was a stockholder of record at
the
time of the giving of the notice provided for in the following paragraph, who
is
entitled to vote at the meeting and who has complied with the notice procedures
set forth in this section.
(b) For
nominations or other business to be properly brought before an annual meeting
by
a stockholder pursuant to clause (iii) of the foregoing paragraph, (1) the
stockholder must have given timely notice thereof in writing to the Secretary
of
the Corporation (the “Notice”), (2) such business must be a proper matter for
stockholder action under the New York Business Corporation Law, (3) the Notice
must include the information required hereunder. To be timely, a
stockholder’s notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 90 days prior to the date
of
the Corporation’s proxy materials for the preceding year’s annual meeting of
shareholders (“Proxy Statement Date”); provided, however, that if the date of
the annual meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the anniversary of the preceding year’s annual meeting,
notice by the stockholder to be timely must be so delivered not later than
the
close of business on the 10th day following
the
day on which public announcement of the date of such meeting is first
made. A stockholder’s Notice must include the following
information:
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A
statement that the writer is a stockholder and is proposing a candidate
for consideration by the Board or is proposing business for the
consideration by the shareholders of the
Corporation;
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The
name and address of the stockholder as they appear on the Corporation’s
books, and number of shares of the Corporation’s common stock that are
owned beneficially by such stockholder (if the stockholder is not
a holder
of record, appropriate evidence of the stockholder’s ownership will be
required);
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As
to a nomination for election to the Board, the name, address and
contact
information for the candidate, and the number of shares of common
stock of
the Corporation that are owned by the candidate (if the candidate
is not a
holder of record, appropriate evidence of the stockholder’s ownership
should be provided);
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As
to a nomination to the Board, a statement of the candidate’s business and
educational experience, detailed information about any relationship
or
understanding between the proposing stockholder and the candidate,
and a
statement that the candidate is willing to be considered and willing
to
serve as a director if nominated and
elected;
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As
to any business that the stockholder proposes to bring before the
meeting,
a brief description of such
business
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Such
other information regarding the candidate or the business proposed
as
would be required to be included in the proxy statement pursuant
to SEC
Regulation 14A, including as to a proposal for business to be considered,
any material interest that the stockholder has with respect to the
business being proposed;
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A
statement detailing any relationship between the proposing stockholder,
any candidate for election to the Board, and any customer, supplier
or
competitor of Bridge Bancorp and its
affiliates;
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A
statement as to whether either such stockholder intends to deliver
a proxy
statement and form of proxy to holders of, in the case of a proposal,
at
least the percentage of the Corporation’s voting shares required under
applicable law to carry the proposal or, in the case of a nomination
or
nominations, a sufficient number of holders of the Corporation’s voting
shares to elect such nominee or nominees (an affirmative statement
of such
intent, a “Solicitation Notice”).
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(c) Only
persons nominated in accordance with the procedures set forth in this Section
105 shall be eligible to serve as directors and only such business shall be
conducted at an annual meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
section. The chairman of the meeting shall have the power and the
duty to determine whether a nomination or any business proposed to be brought
before the meeting has been made in accordance with the procedures set forth
in
these Bylaws and, if any proposed nomination or business is not in compliance
with these Bylaws, to declare that such defectively proposed business or
nomination shall not be presented for stockholder action at the meeting and
shall be disregarded.
(d) For
purposes of these Bylaws, “public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or a comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of
the Exchange Act.
(e) Notwithstanding
the foregoing provisions of this Section 105, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to matters set forth in this Section
105. Nothing in this Section 105 shall be deemed to affect any rights
of shareholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE
II - DIRECTORS AND BOARD MEETINGS
Section
201 - Management by Board of Directors
The
business and affairs of the Corporation shall be managed under the direction
of
its Board of Directors. The Board of Directors may exercise all such powers
of
the Corporation and do all such lawful acts and things as are not by statute,
regulation, the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the shareholders.
Section
202 - Directors Must be Shareholders
Every
director must be a shareholder of the Corporation and shall own in his/her
own
right the number of shares (if any) required by law in order to qualify as
such
director. Any director shall forthwith cease to be a director when he/she no
longer holds such shares, which fact shall be reported to the Board of Directors
by the Secretary, whereupon the Board of Directors shall declare the seat of
such directors vacated.
Section
203 - Eligibility and Mandatory Retirement
Commencing
with the annual meeting of the shareholders in 1990, no person shall be eligible
to be newly elected or appointed as a director as he/she shall have attained
the
age of seventy years on or prior to the date of his/her election.
Notwithstanding the foregoing, the mandatory retirement provisions of this
section shall not apply retroactively to those directors elected as interim
directors at the first meeting of the Board of Directors of the Corporation,
nor
thereafter, should they desire to stand for re-election thereafter. Any director
of this Corporation, with the exception of the interim directors as specified
above, who attains the age of seventy years shall cease to be a director
(without any action on his/her part) at the close of business on the day prior
to the date of the next shareholders’ meeting at which directors are to be
elected regardless of whether or not his/her term as a director would otherwise
expire at such shareholders’ meeting. The Board of Directors may designate one
or more persons who have retired from the Board as honorary members of the
Board. Such honorary members may attend meetings of the Board but shall have
no
authority to vote or receive compensation.
Section
204 - Number of Directors
The
Board
of Directors shall consist of not less than five (5) nor more than twenty-five
(25) persons, the exact number to be fixed and determined from time to time
by
resolution of a majority of the full Board of Directors.
Section
205 - Classification of Directors
The
directors shall be divided into three (3) classes, as nearly equal in number
as
possible, known as Class A, consisting of not more than eight (8) directors;
Class B, consisting of not more than eight (8) directors; and Class C,
consisting of not more than nine (9) directors. Such classes shall
become effective with the annual meeting of shareholders in 2002. The
initial directors of Class A shall be the present directors of Class 1 who
are
continuing in office and who were elected at the annual meeting in 2001 to
hold
office until the annual meeting in 2003 and shall serve out their current terms
until the annual meeting in 2003. At the annual meeting of the
shareholders in 2003, the directors of Class A shall be elected for a term
of
three (3) years and, after expiration of such term, shall thereafter be elected
every three (3) years for three (3) year terms. The initial directors
of Class B shall be elected at the annual meeting in 2002 and shall serve until
the annual meeting of shareholders in 2004. At the annual meeting of
the shareholders in 2004, the directors of Class B shall be elected for a term
of three (3) years and, after the expiration of such term, shall thereafter
be
elected every three (3) years for three (3) year terms. The initial
directors of Class C shall be elected at the annual meeting in 2002 and shall
serve until the annual meeting of shareholders in 2005. At the annual
meeting of shareholders in 2005, the directors of Class C shall be elected
for a
term of three (3) years and, after the expiration of such term, shall thereafter
be elected every three (3) years for three (3) year terms. Each
director shall serve until his/her successor shall have been elected and shall
qualify, even though his/her term of office as herein provided has otherwise
expired, except in the event of his/her earlier resignation, removal or
disqualification.
Section
206 - Vacancies
Vacancies
in the Board of Directors, including vacancies resulting from an increase in
the
number of directors, shall be filled by a majority of the remaining members
of
the Board, even though less than a quorum. If the number of directors
is changed: (i) any newly created directorships or any decrease in directorships
shall be so apportioned among the classes as to make all classes as nearly
equal
in number as possible; and (ii) when the number of directors is increased by
the
board and any newly created directorships are filled by the board, there shall
be no classification of the additional directors until the next annual meeting
of shareholders.
Section
207 - Compensation of Directors
Directors,
as such, may receive, pursuant to resolution of the Board of Directors, fixed
fees, including any combination of a retainer payment(s) and meeting fees,
and
other compensation for their services as Directors, including, without
limitation, their services as members of committees of the Board of
Directors. Directors may also receive stock benefits under any stock
benefit plan approved by the shareholders of the Corporation. The
Corporation may reimburse directors for expenses related to their duties as
a
member of the Board.
Section
208 - Organization Meeting
The
President or Secretary, upon receiving the certificate of the judges, of the
result of any election, shall notify the directors-elect of their election
and
of the time at which they are required to meet for the purpose of organizing
the
new Board and electing and appointing officers of the Corporation for the
succeeding year. Such meeting shall be held on the day of the election or as
soon thereafter as practicable, and, in any event, within thirty days thereof.
If, at the time fixed for such meeting, there shall not be a quorum present,
the
directors present may adjourn the meeting, from time to time, until a quorum
is
obtained.
Section
209 - Regular Meetings
Regular
meetings of the Board of Directors shall be held on such day, at such hour,
and
at such place, consistent with applicable law, as the Board shall from time
to
time designate or as may be designated in any notice from the Secretary calling
the meeting. Notice need not be given of regular meetings of the Board of
Directors which are held at the time and place designated by the Board of
Directors.
If
a
regular meeting is not to be held at the time and place designated by the Board
of Directors, notice of such meeting, which need not specify the business to
be
transacted thereat and which may be either verbal or in writing, shall be given
by the Secretary to each member of the Board at least twenty-four (24) hours
before the time of the meeting.
A
majority of the members of the Board of Directors shall constitute a quorum
for
the transaction of business. If at the time fixed for the meeting, including
the
meeting to organize the new Board following the annual meeting of shareholders,
a quorum is not present, the directors in attendance may adjourn the meeting
from time to time until a quorum is obtained.
Except
as
otherwise provided herein, a majority of those directors present and voting
at
any meeting of the Board of Directors, shall decide each matter considered.
A
director cannot vote by proxy, or otherwise act by proxy at a meeting of the
Board of Directors.
Section
210 - Special Meetings
Special
meetings of the Board of Directors may be called by the President, the Executive
Vice President, or at the request of three or more members of the Board of
Directors. A special meeting of the Board of Directors shall be deemed to be
any
meeting other than the regular meeting of the Board of Directors. Notice of
the
time and place of every special meeting, which need not specify the business
to
be transacted thereat and which may be either verbal or in writing, shall be
given by the Secretary to each member of the Board at least twenty (24) hours
before the time of such meeting excepting the Organization Meeting following
the
election of directors.
Section
211 - Reports and Records
The
reports of officers and Committees and the records of the proceedings of all
Committees shall be filed with the Secretary of the Corporation and presented
to
the Board of Directors, if practicable, at its next regular meeting. The Board
of Directors shall keep complete records of its proceedings in a minute book
kept for that purpose. When a director shall request it, the vote of each
director upon a particular question shall be recorded in the
minutes.
ARTICLE
III - COMMITTEES
Section
301 - Committees
The
Board
of Directors, by a vote of a majority of the Board, may from time to time
designate such committees, including without limitation an executive committee,
of the Board of Directors as it deems necessary or appropriate for the conduct
of the affairs of the Corporation. The Board of Directors may confer
on such committees such powers and duties as it deems appropriate, unless
proscribed by law. The committees shall serve at the pleasure of the
Board.
Section
302 - Appointment of Committee Members
The
Board
of Directors shall elect the members of the Committees and the Chairperson
and
Vice Chairperson of each such Committee to serve until the next annual meeting
of shareholders.
Section
303 - Organization and Proceedings
Each
Committee of the Board of Directors may effect its own organization by the
appointment of a Secretary and such other officers, except the Chairperson
and
Vice Chairperson, as it may deem necessary. A record of proceedings of all
Committees shall be kept by the Secretary of such Committee
and filed and presented as provided in Section 211 of these Bylaws.
ARTICLE
IV - OFFICERS
Section
401 - Officers
The
officers of the Corporation shall be a Chairperson of the Board, a Vice
Chairperson, a President, one (1) or more Vice Presidents (one (1) or more
of
whom may be designated an Executive Vice President), a Secretary, a Treasurer,
and such other officers and assistant offices as the Board of Directors may
from
time to time deem advisable. Except for the President, Secretary and Treasurer,
the Board may refrain from filling any of the said offices at any time and
from
time to time. The same individual may hold any two (2) or more offices except
both the offices of President and Secretary. The officers shall be elected
by
the Board of Directors at the annual organization meeting, in the manner and
for
such terms as the Board of Directors from time to time shall determine. Any
officer may be removed at any time, with or without cause, and regardless of
the
term for which such officer was elected, but without prejudice to any contract
right of such officer. Each officer shall hold his office for the current year
for which he was elected or appointed by the Board unless he shall resign,
becomes disqualified, or be removed at the pleasure of the Board of
Directors.
Section
402 - Chairperson of the Board
The
Board
of Directors shall elect a Chairperson of the Board at the organization meeting
of the Board following each annual meeting of shareholders at which directors
are elected. The Chairperson of the Board shall be a member of the Board of
Directors and shall preside at the meetings of the Board and perform such other
duties as may be prescribed by the Board of Directors.
Section
403 - Vice Chairperson of the Board
The
Board
may appoint one of its members to be Vice Chairperson of the Board. Such person
shall assist the Chairperson of the Board and shall also have and may exercise
such further powers and duties as from time to time may be conferred, or
assigned by the Board.
Section
404 - President
The
President shall have general supervision of all of the departments and business
of the Corporation and shall prescribe the duties of the other officers and
employees and see to the proper performance thereof. The President shall be
responsible for having all orders and resolutions of the Board of Directors
carried into effect. The President shall execute on behalf of the Corporation
and may affix or cause to be affixed a seal to all authorized documents and
instruments requiring such execution, except to the extent that signing and
execution thereof shall have been delegated to some other officer or agent
of
the Corporation by the Board of Directors or by the President. The President
shall be Chief Executive Officer and a member of the Board of Directors. In
the
absence or disability of the Chairperson of the Board or Vice Chairperson of
the
Board or his/her refusal to act, the President shall preside at meetings of
the
Board. In general, the President shall perform all the duties and exercise
all
the powers and authorities incident to such office or as prescribed by the
Board
of Directors.
Section
405 - Vice Presidents
The
Vice
President shall perform such duties, do such acts and be subject to such
supervision as may be prescribed by the Board of Directors or the
President. One or more vice presidents may be designated as executive
or senior vice presidents. In the event of the absence or disability
of the President or his/her refusal to act, the Vice Presidents, in the order
of
their rank, and within the same rank in the order of their authority, shall
perform the duties and have the powers and authorities of the President, except
to the extent inconsistent with applicable law.
Section
406 - Secretary
The
Secretary shall act under the supervision of the President or such other
officers as the President may designate. Unless a designation to the contrary
is
made at a meeting, the Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings
of
such meetings in a book to be kept for that purpose, and shall perform like
duties for the standing Committees when required by these Bylaws or otherwise.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors. The Secretary shall keep a seal
of
the Corporation, and when authorized by the Board of Directors or the President,
cause it to be affixed to any documents and instruments requiring it. The
Secretary shall perform such other duties as may be prescribed by the Board
of
Directors, President, or other supervising officer as the President may
designate.
Section
407 - Treasurer
The
Treasurer shall act under the supervision of the President or such other
assistant officer as the President may designate. The Treasurer shall have
custody of the Corporation’s funds and such other duties as may be prescribed by
the Board of Directors, President or such other supervising officer as the
President may designate.
Section
408 - Assistant Officers
Unless
otherwise provided by the Board of Directors, each assistant officer shall
perform such duties as shall be prescribed by the Board of Directors, the
President or the officer to whom he/she is an assistant. In the event of the
absence or disability of an officer or his/her refusal to act, his/her assistant
officer shall, in the order of their rank, and within the same rank in the
order
of their seniority, have the powers and authorities of such
officer.
Section
409 - Compensation
The
salaries and compensation of all officers and assistant officers shall be fixed
by or in the manner designated by the Board of Directors.
Section
410 - General Powers
The
officers are authorized to do and perform such corporate acts as are necessary
in the carrying on of the business of the Corporation, subject always to the
direction of the Board of Directors.
ARTICLE
V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section
501 - Right to Indemnification
Any
person who was, is, or is threatened to be made a party to any action or
proceeding, whether civil or criminal (including an action by or in the right
of
the Corporation or any other corporation, partnership, join venture, trust,
employee benefit plan or other enterprise which any director or officer of
the
Corporation served in any capacity at the request of this Corporation), by
reason of the fact that he, his testator or intestate, is or was a director
or
officer of the Corporation, or served such other corporation, partnership,
joint
venture, trust, employee benefit plan or other enterprise in any capacity,
shall
be indemnified by the Corporation against all judgements, fines, amounts paid
in
settlement and reasonable expenses, including attorneys’ fees actually and
necessarily incurred in connection with the defense or appeal of any such action
or proceeding, and against any other amounts, expenses and fees similarly
incurred; provided that no indemnification shall be made to or on behalf of
any
director or officer where indemnification is prohibited by applicable law.
This
right of indemnification shall include the right of a director or officer to
receive payment from the Corporation for expenses incurred in defending or
appealing any such action or proceeding in advance of its final disposition;
provided that the payment of expenses in advance of the final disposition of
an
action or proceeding shall be made only upon delivery to the Corporation of
an
undertaking by or on behalf of the director or officer to repay all amounts
so
advanced if it should be determined ultimately that the director or officer
is
not entitled to be indemnified. The preceding right of indemnification shall
be
a contract right enforceable by the director or officer with respect to any
claim, cause of action, action or proceeding accruing or arising while this
Bylaw shall be in effect.
Section
502 - Authorization of Indemnification
Any
indemnification provided for by Section 501 shall be authorized in any manner
provided by applicable law or, in the absence of such law;
(a) By
the Board of Directors acting by a quorum of directors who are not parties
to
such action or proceeding, upon a finding that there has been no judgement
or
other final adjudication adverse to the director or officer which establishes
that his acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he personally gained in fact a financial profit or other advantage
to
which he was not legally entitled; or
(b) If
a quorum under clause (a) is not obtainable, (i) by the Board upon the opinion
in writing of independent legal counsel that indemnification is proper in the
circumstances because there has been no such judgement or other final
adjudication adverse to the director or officer, or (ii) by the shareholders
upon a finding that there has been no such judgement or other final adjudication
adverse to the director or officer.
Section
503 - Right of Claimant to Bring Suit
If
a
claim of indemnification is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may at any time there- after bring suit against the Corporation to recover
the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall also be entitled to recover the expenses of prosecuting such
claim.
Section
504 - Non-Exclusivity of Rights
The
rights conferred on any person under this Article shall not be exclusive of
any
other right which may exist under any statute, provision of the Certificate
of
Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors
or otherwise.
Section
505 - Insurance
Subject
to the laws of New York, the Corporation may maintain insurance, as its expense,
to protect itself and any director, officer, employee or agent of the
Corporation against any expense, liability or loss of the general nature
contemplated by this Article, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under
the
laws of New York.
Section
506 - Severability
It
is the
intent of the Corporation to indemnify its officers and directors to the fullest
extent authorized by the laws of New York as they now exist or may hereafter
be
amended. If any portion of this Article shall for any reason be held invalid
or
unenforceable by judicial decision or legislative amendment, the valid and
enforceable provisions of this Article will continue to be given effect and
shall be construed so as to provide the broadest indemnification permitted
by
law.
ARTICLE
VI - SHARES OF CAPITAL STOCK
Section
601 - Authority to Sign Share Certificates
Every
share certificate of the Corporation shall be signed by the President and by
either the Secretary (or one of the Assistant Secretaries) or the Treasurer
(or
one of the Assistant Treasurers). Certificates may be signed by a
facsimile signature of the aforesaid Officers of the Corporation authorized
to
sign share certificates. The Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series
of
its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation.
Section
602 - Lost or Destroyed Certificates
Any
person claiming a share certificate to be lost, destroyed or wrongfully taken
shall receive a replacement certificate if such person shall have:
(a) Requested
such replacement certificate before the Corporation has notice that the shares
have been acquired by a bona fide purchaser;
(b) Provided
the Corporation with an indemnity agreement satisfactory in form and substance
to the Board of Directors, or the President or the Secretary; and
(c) Satisfied
any other reasonable requirements (including providing an affidavit and a surety
bond) fixed by the Board of Directors, or the President or the
Secretary.
ARTICLE
VII - GENERAL
Section
701 - Fiscal Year
The
fiscal year of the Corporation shall begin on the first (1st) day of January
in
each year and end on the thirty-first (31st) day of December in each
year.
Section
702 - Record Date
The
Board
of Directors may fix any time whatsoever (but not more than sixty (60) days)
prior to the date of any meeting of shareholders, or the date for the payment
of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made of will
go
into effect, as a record date for the determination of the shareholders entitled
to notice of, or to vote at, any such meetings, or entitled to receive payment
of any such dividend or distribution, or to receive any such allotment of
rights, or to exercise the rights in respect to any such change, conversion
or
exchange of shares.
Section
703 - Participation in Meetings By Conference
Telephone
Members
of the Board of Directors, or of any committee thereof, 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 such participation shall constitute presence
in
person at such meeting.
Section
704 - Emergency Bylaws
In
the
event of any emergency resulting from a nuclear attack or similar disaster,
and
during the continuance of such emergency, the following Bylaw provisions shall
be in effect, notwithstanding any other provisions of the Bylaws:
(a) A
meeting of the Board of Directors or of any Committee thereof may be called
by
any officer or director upon one (1) hour’s notice to all persons entitled to
notice whom, in the sole judgement of the notifier, it is feasible to
notify;
(b) The
director or directors in attendance at the meeting of the Board of Directors
or
of any Committee thereof shall constitute a quorum; and
(c) These
Bylaws may be amended or repealed, in whole or in part, by a majority vote
of
the directors attending any meeting of the Board of Directors, provided such
amendment or repeal shall only be effective for the duration of such
emergency.
Section
705 - Severability
If
a
provision of these Bylaws is illegal or unenforceable as such, illegality or
un-enforceability shall not affect any other provision of these Bylaws and
such
other provisions shall continue in full force and effect.
ARTICLE
VIII - AMENDMENT OR REPEAL
Section
801 - Amendment or Repeal by the Board of Directors
These
Bylaws may be amended or repealed, in whole or in part, by a majority vote
of
the full Board of Directors at any regular or special meeting of the Board
duly
convened. Notice need not be given of the purpose of the meeting of the Board
of
Directors at which the amendment or repeal is to be considered.
Section
802 - Recording Amendments and Repeals
The
text
of all amendments and repeals to these Bylaws shall be attached to the Bylaws
with a notation of the date and vote of such amendment or repeal.
ARTICLE
IX APPROVAL OF AMENDED BYLAWS AND
RECORD
OF AMENDMENTS AND REPEALS
Section
901 - Approval and Effective Date These Bylaws have been approved as
the Bylaws of the Corporation this 17 day of December, 2007, and shall be
effected as of said date.