Exhibit
3.2
SAGA COMMUNICATIONS
reincorporation, INC.
BYLAWS
(April 16, 2020)
TABLE OF
CONTENTS
| Section |
Page |
| |
|
| ARTICLE 1. OFFICES |
1 |
| Section 1.01. Registered Office and Agent |
1 |
| Section 1.02. Other Offices |
1 |
| ARTICLE 2. MEETINGS OF SHAREHOLDERS |
1 |
| Section 2.01. Place of Meetings |
1 |
| Section 2.02. Annual Meetings |
1 |
| Section 2.03. Special Meetings |
1 |
| Section 2.04. Notice of Meetings |
1 |
| Section 2.05. Quorum |
2 |
| Section 2.06. Organization; Procedure. |
2 |
| Section 2.07. Voting. |
4 |
| Section 2.08. Inspectors |
5 |
| Section 2.09. List of Shareholders |
5 |
| ARTICLE 3. BOARD OF DIRECTORS |
5 |
| Section 3.01. General Powers |
5 |
| Section 3.02. Number, Qualifications and Term of Office |
5 |
| Section 3.03. Election of Directors |
5 |
| Section 3.04. Quorum and Manner of Acting |
6 |
| Section 3.05. Offices, Place of Meeting and Records |
6 |
| Section 3.06. Annual Meeting |
6 |
| Section 3.07. Regular Meetings |
6 |
| Section 3.08. Special Meetings; Notice |
6 |
| Section 3.09. Organization |
7 |
| Section 3.10. Order of Business |
7 |
| Section 3.11. Removal of Directors |
7 |
| Section 3.12. Resignation |
7 |
| Section 3.13. Vacancies |
7 |
| Section 3.14. Compensation |
7 |
| ARTICLE 4. COMMITTEES |
8 |
| Section 4.01. Executive Committee |
8 |
| Section 4.02. Powers |
8 |
| Section 4.03. Procedures; Meetings; Quorum |
8 |
| Section 4.04. Compensation |
8 |
| Section 4.05. Other Board Committees |
9 |
| Section 4.06. Alternates |
9 |
| Section 4.07. Additional Committees |
9 |
| ARTICLE 5. ACTION BY CONSENT |
9 |
| Section 5.01. Consent by Directors |
9 |
| Section 5.02. Consent by Shareholders |
9 |
| ARTICLE 6. OFFICERS |
11 |
| Section 6.01. Number |
11 |
| Section 6.02. Election; Qualifications and Term of Office |
11 |
| Section 6.03. Other Officers |
11 |
| Section 6.04. Removal |
121 |
| Section 6.05. Resignation |
11 |
| Section 6.06. Vacancies |
11 |
| Section 6.07. Chairman of the Board |
11 |
| Section 6.08. President |
12 |
| Section 6.09. Vice President |
12 |
| Section 6.10. Treasurer |
12 |
| Section 6.11. Secretary |
12 |
| Section 6.12. Salaries |
12 |
| ARTICLE 7. INDEMNIFICATION |
13 |
| Section 7.01. Indemnity |
13 |
| Section 7.02. Procedure for Indemnification of Directors and Officers |
13 |
| Section 7.03. Survival; Preservation of Other Rights |
14 |
| Section 7.04. Insurance |
14 |
| Section 7.05. Severability |
14 |
| ARTICLE 8. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. |
14 |
| Section 8.01. Execution of Contracts |
14 |
| Section 8.02. Loans |
15 |
| Section 8.03. Checks, Drafts, etc |
15 |
| Section 8.04. Deposits |
15 |
| Section 8.05. Proxies in Respect of Securities of Other Corporations |
15 |
| ARTICLE 9. BOOKS AND RECORDS |
16 |
| Section 9.01. Place |
16 |
| Section 9.02. Addresses of Shareholders |
16 |
| Section 9.03. Record Dates |
16 |
| Section 9.04. Audit of Books and Records |
16 |
| ARTICLE 10. SHARES AND THEIR TRANSFER |
16 |
| Section 10.01. Certificates of Stock |
16 |
| Section 10.02. Certificates of Stock Issued to Aliens |
17 |
| Section 10.03. Legend |
17 |
| Section 10.04. Record |
17 |
| Section 10.05. Transfer of Stock |
17 |
| Section 10.06. Transfer Agent and Registrar; Regulations |
18 |
| Section 10.07. Lost, Destroyed or Mutilated Certificates |
18 |
| ARTICLE 11. SEAL |
18 |
| ARTICLE 12. FISCAL YEAR |
18 |
| ARTICLE 13. WAIVER OF NOTICE |
18 |
| ARTICLE 14. AMENDMENTS |
18 |
SAGA COMMUNICATIONS
reincorporation, INC.
BYLAWS
ARTICLE
1.
OFFICES
Section
1.01. Registered Office and Agent. The registered
office of the Corporation in the State of Florida shall be at 1200 South Pine Island Road, Plantation, Florida 33324. The name
of the registered agent in charge thereof shall be CT Corporation System. The registered office and registered agent of the Corporation
may be changed from time to time by the Board of Directors in the manner provided by applicable law.
Section
1.02. Other Offices. The Corporation may also
have an office at such other place or places either within or without the State of Florida as the Board of Directors may from time
to time determine or the business of the Corporation require.
ARTICLE
2.
MEETINGS OF SHAREHOLDERS
Section
2.01. Place of Meetings. All meetings of the shareholders
of the Corporation shall be held at such place either within or without the State of Florida as shall be fixed by the Board of
Directors and specified in the respective notices or waivers of notice of said meetings.
Section
2.02. Annual Meetings. The annual meeting of the
shareholders of the Corporation for the election of directors and for the transaction of such other business as may come before
the meeting shall be held at the principal office of the Corporation in the State of Florida, or such place as shall be fixed by
the Board of Directors, at ten o’clock in the forenoon, local time, on the second Monday in May in each year, if not a legal
holiday at the place where the meeting is to be held, and if a legal holiday, then on the next succeeding business day not a legal
holiday at the same hour. In respect of the annual meeting for any particular year the Board of Directors may, by resolution fix
a different day, time or place (either within or without the State of Florida) for the annual meeting. If the election of directors
shall not be held on the day designated herein or the day fixed by the Board, as the case may be, for any annual meeting, or on
the day of any adjourned session thereof, the Board of Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the shareholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held.
Section 2.03. Special Meetings. A special meeting of the
shareholders may be called as provided in the Articles of Incorporation.
Section 2.04. Notice of Meetings. Except as otherwise
required by statute, notice of each annual or special meeting of shareholders shall be given to each shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days before the day on which the meeting is to be held
by delivering written notice thereof to him personally or by mailing such notice, postage prepaid, addressed to him at his post-office
address last shown on the records of the Corporation or by transmitting notice thereof to him at such address by telegraph, cable
or any other available method. Every such notice shall state the time and place of the meeting and, in the case of a special meeting,
shall state briefly the purposes thereof. Notice of any meeting of shareholders shall not be required to be given to any shareholder
who shall attend such meeting in person or by proxy or who shall in person or by attorney thereunto authorized, waive such notice
in writing or by telegraph, cable or any other available method either before or after such meeting. Notice of any adjourned meeting
of the shareholders shall not be required to be given except when expressly required by law.
Section
2.05. Quorum. At each meeting of the shareholders,
except as otherwise provided by statute, the Articles of Incorporation or these Bylaws, the holders of record of a majority of
the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the shareholders
present in person or represented by proxy or, in the absence of any shareholders, any officer entitled to preside at, or act as
secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until the shareholders holding the requisite
amount of stock shall be present or represented. At any such adjourned meeting at which a quorum shall be present any business
may be transacted which might have been transacted at the meeting as originally called.
Section
2.06. Organization; Procedure.
(a) At every meeting of the shareholders, the presiding officer of the meeting shall be the Chairman of the Board, or,
in the absence of a Chairman, the President, or in the absence of both the Chairman and the President, the presiding officer shall
be a person designated by the Chairman prior to the meeting of shareholders. The presiding officer of a meeting of shareholders
shall determine the order of business and the conduct of discussion at the meeting, and in the absence of the Secretary or any
Assistant Secretary, shall appoint a person to act as recording secretary of the meeting.
(b) At any annual meeting of shareholders, only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is entitled to vote
with respect thereto and who complies with the notice procedures set forth in this Section 2.06(b). For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary
of the Corporation. To be timely, a shareholder’s notice must be delivered or mailed to and received at the principal executive
offices of the Corporation not less than ninety (90) days prior to the anniversary of the preceding year’s annual meeting;
provided, however, that in the event that the date of the annual meeting is advanced by more than twenty (20) days, or delayed
by more than sixty (60) days from such anniversary date, notice by the shareholder to be timely must be so delivered not later
than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following
the day on which notice of the date of the annual meeting was mailed or public announcement of the date of such meeting is first
made. A shareholder’s notice to the Secretary shall set forth as to each matter such shareholder proposes to bring before
the annual meeting (i) 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, (ii) the name and address, as they appear on the Corporation’s books, of
the shareholder who proposed such business, (iii) the class and number of shares of the Corporation’s capital stock that
are beneficially owned by such shareholder and (iv) any material interest of such shareholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance
with the provisions of this Section 2.06(b). The officer of the Corporation or other person presiding over the annual meeting shall,
if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 2.06(b) and, if he should so determine, he shall so declare to the meeting and any such business
so determined to be not properly brought before the meeting shall not be transacted.
(c) At any special meeting of the shareholders, only such business shall be conducted as shall have been brought before
the meeting by or at the direction of the Board of Directors.
(d) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for
election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at an annual
meeting of shareholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2.06(d). Such nominations, other than those made by or at the direction of the Board of Directors,
shall be made by timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered
or mailed to and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the date
of the meeting. Such shareholder's notice shall set forth (i) as to each person whom such shareholder proposes to nominate for
election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving
as a director if elected); and (ii) as to the shareholder giving the notice: (x) the name and address, as they appear on the Corporation's
books, of such shareholder and (y) the class and number of shares of the Corporation's capital stock that are beneficially owned
by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated
in accordance with the provisions of this Section 2.06(d). The officer of the Corporation or other person presiding at the meeting
shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should
so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.
Section
2.07. Voting.
(a) Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, at every meeting of the
shareholders each shareholder shall be entitled to one vote, in person or by proxy, for each share of capital stock of the Corporation
registered in his names on the books of the Corporation:
(i) on the date fixed pursuant to Section 9.03 of these Bylaws as the record date for the determination of shareholders
entitled to vote at such meeting; or
(ii) if no such record date has been fixed, then the record date shall be at the close of business on the day next preceding
the day on which notice of such meeting is given.
(b) No Alien or Aliens (as such term is defined in Article Eleven of the Articles of Incorporation) shall be entitled
to vote or otherwise direct or control the vote of more than twenty-five percent (25%) of (i) the capital stock of the Corporation
entitled to vote at any time and from time to time, or (ii) the total voting power of all shares of capital stock of the Corporation
outstanding and entitled to vote at any time and from time to time.
(c) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. In the case of stock
held jointly by two or more executors, administrators, guardians, conservators, trustees or other fiduciaries, such fiduciaries
may designate in writing one or more of their number to represent such stock and vote the shares so held, unless there is a provision
to the contrary in the instrument, if any, defining their powers and duties.
(d) Persons whose stock is pledged shall be entitled to vote thereon until such stock is transferred on the books of
the Corporation to the pledgee, and thereafter only the pledgee shall be entitled to vote.
(e) Any shareholder entitled to vote may do so in person or by his proxy appointed by instrument in writing subscribed
by such shareholder or by his attorney thereunto duly authorized, or by a telegram, cable or any other available method delivered
to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy
provides for a longer period.
(f) At all meetings of the shareholders, all matters (except where other provision is made by law or by the Articles
of Incorporation or by these Bylaws) shall be decided by the vote of a majority in interest of the shareholders entitled to vote
thereon, present in person or by proxy, at such meeting, a quorum being present.
Section
2.08. Inspectors. The chairman of the meeting
may at any time appoint one or more inspectors to serve at a meeting of the shareholders. Such inspectors shall decide upon the
qualifications of voters, accept and count the votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding
and entitled to vote thereon and the number of shares voted for and against the questions presented. The inspectors need not be
shareholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than
a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.
Before acting as herein provided each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict
impartiality and according to the best of his ability.
Section
2.09. List of Shareholders. It shall be the duty
of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, or cause to
be prepared and made, at least ten days before every meeting of the shareholders, a complete list of the shareholders entitled
to vote thereat, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered
in the name of shareholder. Such list shall be open during ordinary business hours to the examination of any shareholder for any
purpose germane to the meeting for a period of at least ten days prior to the election, 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 place where
the meeting is to be held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof
and may be inspected by any shareholder who is present. Upon the willful neglect or refusal of the directors to produce such list
at any meeting for the election of directors they shall be ineligible for election to any office at such meeting. The stock ledger
shall be conclusive evidence as to who are the shareholders entitled to examined the stock ledger and the list of shareholders
required by this Section 2.09 on the books of the Corporation or to vote in person or by proxy at any meeting of shareholders.
ARTICLE
3.
BOARD OF DIRECTORS
Section
3.01. General Powers. The business, property and
affairs of the Corporation shall be managed by the Board of Directors.
Section
3.02. Number, Qualifications and Term of Office.
The number of directors of the Corporation which shall constitute the whole Board of Directors shall be such number, not less than
four (4) as from time to time shall be fixed by the Board of Directors. A director need not be a shareholder. Each director shall
hold office until the annual meeting of the shareholders next following his election and until his successor shall have been duly
elected and shall qualify, or until his death, or until he shall resign, or until he shall have been removed in the manner hereinafter
provided.
Section
3.03. Election of Directors. Except as otherwise
provided by the Articles of Incorporation, at each annual meeting of the shareholders for the election of directors at which a
quorum is present, the persons, not exceeding the authorized number of directors, receiving the greatest number of votes of the
shareholders entitled to vote thereon, present in person or by proxy, shall be the directors. In the case of any increase in the
number of directors, the additional director or directors may be elected either at the meeting of the Board of Directors or of
the shareholders at which such increase is voted, or at any subsequent annual, regular or special meeting of the Board of Directors
or shareholders.
Section
3.04. Quorum and Manner of Acting. Except as otherwise
provided by statute or by the Articles of Incorporation, a majority of the directors at the time in office shall constitute a quorum
for the transaction of business at any meeting and the affirmative action of a majority of the directors present at any meeting
at which a quorum is present shall be required for the taking of any action by the Board of Directors. In the event one or more
of the directors shall be disqualified to vote at such meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no event shall the quorum as adjusted be less than one third of the total
number of directors. In the absence of a quorum at any meeting of the Board such meeting need not be held; or a majority of the
directors present thereat or, if no director be present, the Secretary may adjourn such meeting from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given.
Section
3.05. Offices, Place of Meeting and Records. The
Board of Directors may hold meetings, have an office or offices and keep the books and records of the Corporation at such place
or places within or without the State of Florida as the Board may from time to time determine. The place of meeting shall be specified
or fixed in the respective notice or waivers of notice thereof, except where otherwise provided by statute, by the Articles of
Incorporation or these Bylaws.
Section
3.06. Annual Meeting. The Board of Directors shall
meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable following
each annual election of directors. Such meeting shall be called and held at the place and time specified in the notice or waiver
of notice thereof as in the case of a special meeting of the Board of Directors.
Section
3.07. Regular Meetings. Regular meetings of the
Board of Directors shall be held at such places and at such times as the Board shall from time to time by resolution determine.
If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the same hour on the next succeeding business day. Notice
of regular meetings need not be given; provided, however, that if the Board of Directors shall fix or change the time or
place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, telex, facsimile or cable, to
each director who shall not have been present at the meeting at which such action was taken, addressed to him at his usual place
of business, or shall be delivered to him personally. Notice of such action need not be given to any director who attends the first
regular meeting after such action is taken without protesting the lack of notice to him, prior to or at the commencement of such
meeting, or to any director who submits a signed waiver of notice, whether before or after such meeting.
Section
3.08. Special Meetings; Notice. Special meetings
of the Board of Directors shall be held whenever called by the President or the Chairman or by any two of the directors. Notice
of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two
days before the day on which the meeting is to be held, or shall be sent to him at his residence or at such place of business by
telegraph, cable or other available means, or shall be delivered personally or by telephone, not later than one day before the
day on which the meeting is to be held. Each such notice shall state the time and place of the meeting but need not state the purpose
thereof except as otherwise expressly herein provided. Notice of any such meeting need not be given to any director, however if
waived by him in writing or by telegraph, cable or other available means, or if he shall be present at such meeting.
Section
3.09. Organization. At each meeting of the Board
of Directors the President or Chairmen or, in his or their absence, a director chosen by a majority of the directors present shall
act as chairman. The Secretary or, in his absence an Assistant Secretary or, in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act as secretary of such meeting and keep the minutes
thereof.
Section
3.10. Order of Business. At all meetings of the
Board of Directors business shall be transacted in the order determined by the Board.
Section
3.11. Removal of Directors. Except as otherwise
provided in the Articles of Incorporation or in these Bylaws, any director may be removed, either with or without cause, at any
time, by the affirmative vote of the holders of record of a majority of the issued and outstanding stock entitled to vote for the
election of directors of the Corporation given at a special meeting of the shareholders called and held for the purpose; and the
vacancy in the Board caused by any such removal may be filled by such shareholders at such meeting in the manner hereinafter provided
or, if the shareholders at such meeting shall fail to fill such vacancy, as in these Bylaws provided.
Section
3.12. Resignation. Any director of the Corporation
may resign at any time by delivering a written notice of his resignation to the Board of Directors, the President or Chairman,
or the Secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section
3.13. Vacancies. Any vacancy in the Board of Directors
caused by death, resignation, removal, disqualification, an increase in the number of directors, or any other cause may be filled
by majority action of the remaining directors then in office, though less than a quorum, or by the shareholders of the Corporation
at the next annual meeting or any special meeting called for the purpose, and each director so elected shall hold office until
the next annual election of directors and until his successor shall be duly elected and qualified or until his death or until he
shall resign or shall have been removed in the manner herein provided.
Section
3.14. Compensation. Each director, in consideration
of his serving as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at
directors’ meetings, or both, as the Board of Directors shall from time to time determine, together with reimbursement for
the reasonable expenses incurred by him in connection with the performance of his duties; provided that nothing herein contained
shall be construed to preclude any director from serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefore.
ARTICLE
4.
COMMITTEES
Section
4.01. Executive Committee. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole Board, appoint an Executive Committee to consist of not less
than two members of the Board of Directors, including the President or Chairman, and shall designate one of the members as its
chairman. Notwithstanding any limitation on the size of the Executive Committee, the Committee may invite members of the Board
to attend one at a time at its meetings. For the purpose of the meeting he so attends, the invited director shall be entitled to
vote on matters considered at such meeting and shall receive the Executive Committee fee for such attendance. At any time one additional
director may be invited to an Executive Committee meeting in addition to the rotational invitee and in such case such additional
invitee shall also be entitled to vote on matters considered at such meeting and shall receive the Executive Committee fee for
such attendance .
Each member of the
Executive Committee shall hold office, so long as he shall remain a director, until the first meeting of the Board of Directors
held after the next annual meeting of the Board of Directors held after the next annual election of directors and until his successor
is duly appointed and qualified. The chairman of the Executive Committee or, in his absence, a member of the Committee chosen by
a majority of the members present shall preside at meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from time to time determine, shall act as secretary of
the Executive Committee.
The Board of Directors,
by action of the majority of the whole Board, shall fill vacancies in the Executive Committee.
Section
4.02. Powers. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers of the Board of Directors
in all cases in which specific directions shall not have been given by the Board of Directors.
Section
4.03. Procedures; Meetings; Quorum. The Executive
Committee shall fix its own rules of procedure subject to the approval of the Board of Directors, and shall meet at such times
and at such place or places as may be provided by such rules. At every meeting of the Executive Committee the presence of a majority
of all the members shall be necessary to constitute a quorum and the affirmative vote of a majority of the members present shall
be necessary for the adoption by it of any resolution. In the absence of a quorum at any meeting of the Executive Committee such
meeting need not be held, or a majority of the members present thereat or, if no members be present, the secretary of the meeting
may adjourn such meeting from time to time until a quorum be present.
Section
4.04. Compensation. Each member of the Executive
Committee shall be entitled to receive from the Corporation such fee, if any, as shall be fixed by the Board of Directors, together
with reimbursement for the reasonable expenses incurred by him in connection with the performance of his duties.
Section
4.05. Other Board Committees. The Board of Directors
may from time to time, by resolution passed by a majority of the whole Board, designate one or more committees in addition to the
Executive Committee, each committee to consist of two or more of the directors of the Corporation. Any such committee, to the extent
provided in the resolution or in the Bylaws of the Corporation, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation.
A majority of all the
members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the members of any committee at any time, to fill vacancies
and to discharge any such committee, either with or without cause, at any time.
Section
4.06. Alternates. The President or Chairmen may
designate one or more directors as alternate members of any committee who may act in the place and stead of members who temporarily
cannot attend any such meeting.
Section
4.07. Additional Committees. The Board of Directors
may from time to time create such additional committees of directors, officers, employees or other persons designated by it (or
any combination of such persons) for the purpose of advising the Board, the Executive Committee and the officers and employees
of the Corporation in all such matters as the Board shall deem advisable and with such functions and duties as the Board shall
by resolutions prescribe.
A majority of all the
members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change the members of any committee at any time, to fill
vacancies and to discharge any such committee, either with or without cause, at any time.
ARTICLE
5.
ACTION BY CONSENT
Section
5.01. Consent by Directors. 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
prior to such action a written consent thereto is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the Board of such committee.
Section
5.02. Consent by Shareholders. Any action required
or permitted to be taken at any meeting of the shareholders may be taken without a meeting upon the written consent of the holders
of shares of stock entitled to vote who hold the number of shares which in the aggregate are at least equal to the percentage of
the total vote required by statute or the Articles of Incorporation or these Bylaws for the proposed corporate action.
(a) In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have
the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board
of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed
by the Board of Directors pursuant to the first sentence of this Section 5.02(a)). If no record date has been fixed by the Board
of Directors pursuant to the first sentence of this Section 5.02(a) or otherwise within ten (10) days of the date on which such
a request is received, the record date for determining shareholders entitled to consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered
office in Florida, its principal place of business, or to any officer or agent of the Corporation having custody of the book in
which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.
(b) In the event of the delivery, in the manner provided by Section 5.02(a), to the Corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent
inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective
until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance
with Section 5.02(a) represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing
contained in this Section 5.02(b) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder
shall not be entitled to contest the validity of any consent revocation thereof, whether before or after such certification by
the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense
of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(c) Every written consent shall bear the date of signature of each shareholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated written
consent received in accordance with Section 5.02(a), a written consent or consents signed by a sufficient number of holders to
take such action are delivered to the Corporation in the manner prescribed in Section 5.02(a).
ARTICLE
6.
OFFICERS
Section
6.01. Number. The principal officers of the Corporation
shall be a President, a Treasurer and a Secretary. In addition, there may be such other or subordinate officers, agents and employees
as may be appointed in accordance with the provisions of Section 6.03. Any two or more offices may be held by the same person,
except that the office of Secretary shall be held by a person other than the person holding the office of President.
Section
6.02. Election; Qualifications and Term of Office.
Each officer of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 6.03, shall
be elected annually by the Board of Directors and shall hold office until his successor shall have been duly elected and qualified,
or until his death, or until he shall have resigned or shall have been removed in the manner herein provided. The President shall
be and remain a director. No Alien shall be qualified to act as an officer of the Corporation.
Section
6.03. Other Officers. The Corporation may have
such other officers, agents, and employees as the Board of Directors may deem necessary, including a Chairman, one or more Vice
Presidents, a Controller, one or more Assistant Controllers, one or more Assistant Treasurers and one or more Assistant Secretaries,
each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors, any committee
of the Board designated by it to so act, or the President or Chairman may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint or remove any such subordinate officers, agents or employees.
Section
6.04. Removal. Any officer may be removed, either
with or without cause, by the vote of a majority of the whole Board of Directors or, except in the case of any officer elected
by the Board of Directors, by any committee of officers upon whom the power of removal may be conferred by the Board of Directors.
Section
6.05. Resignation. Any officer may resign at any
time by giving written notice to the Board of Directors, or the Chairman, the President or the Secretary of the Corporation. Any
such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section
6.06. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the
manner prescribed in these Bylaws for regular election or appointment to such office.
Section
6.07. Chairman of the Board. The Chairman of the
Board shall be a director and shall preside at all meetings of the Board of Directors and shareholders. Subject to determination
by the Board of Directors, the Chairman shall have general executive powers and such specific powers and duties as from time to
time may be conferred or assigned by the Board of Directors.
Section
6.08. President. Subject to definition by the
Board of Directors, he shall have general executive powers and such specific powers and duties as from time to time may be conferred
upon or assigned to him by the Board of Directors or any committee of the Board designated by it to so act, or by the President.
In the absence of the Chairman, the President shall preside at all meetings of the shareholders.
Section
6.09. Vice President. Each Vice President shall
have such powers and perform such duties as the Board of Directors or the Executive Committee may from time to time prescribe or
as shall be assigned to him by the President.
Section
6.10. Treasurer. The Treasurer shall have charge
and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds to the credit
of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions
of these Bylaws; he shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the Executive Committee,
making proper vouchers for such disbursements, and shall render to the Board of Directors or the shareholders, whenever the Board
may require him so to do, a statement of all his transactions as Treasurer and of the financial condition of the Corporation; and,
in general, he shall perform all the duties as from time to time may be assigned to him by the Board of Directors or any committee
of the Board designated by it so to act, or by the President or Chairman.
Section
6.11. Secretary. The Secretary shall record or
cause to be recorded in books provided for the purpose the minutes of the meetings of the shareholders, the Board of Directors,
and all committees of which a secretary shall not have been appointed; shall see that all notices are duly given in accordance
with the provisions of these Bylaws and as required by law; shall be custodian of all corporate records (other than financial)
and of the seal of the Corporation and see that the seal is affixed to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these Bylaws; shall keep, or cause to be kept, the list
of shareholders as required by Section 2.09, which include the post-office addresses of the shareholders and the number of shares
held by them, respectively, and shall make or cause to be made, all proper changes therein, shall see that the books, reports,
statements, certificates and all other documents and records required by law are properly kept and filed; and, in general, shall
perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the
Board of Directors, the Executive Committee or the President.
Section
6.12. Salaries. The salaries of the principal
officers of the Corporation shall be fixed from time to time by the Board of Directors or a special committee thereof, and none
of such officers shall be prevented from receiving a salary by reason of the fact that he is a director of the corporation.
ARTICLE
7.
INDEMNIFICATION
Section
7.01. Indemnity. Each person who at any time is,
or shall have been, a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he
is, or was, a director, officer, employee or agent of the Corporation, or is or has served at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or proceeding to the full extent permitted under, and in
accordance with the procedures and limitations set forth in, the Florida Business Corporation Act, as the same exists and may subsequently
be amended (the “FBCA”), as from time to time amended. The foregoing right of indemnification shall in no way be exclusive
of any other rights of indemnification to which such director, officer, employee or agent may be entitled, under any Bylaw, agreement,
vote of shareholders or disinterested directors or otherwise, 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
7.02. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation under Section 7.01, or advance of costs, charges
and expenses to a director or officer permitted by Section 7.01 of this Article, shall be made promptly, and in any event within
thirty days, upon the written request of the director or officer. If a determination by the Corporation that the director or officer
is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within sixty (60) days
to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is
not made within thirty (30) days, the right to indemnification or advances as granted by this Article shall be enforceable by the
director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs,
charges and expenses where the required undertaking, if any, has been received by the Corporation) that the claimant has not met
the standard of conduct set forth in the FBCA, but the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, its independent legal counsel, and its shareholders) to have made
a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because
he has met the applicable standard of conduct set forth in the FBCA, nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal counsel, and its shareholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
Section
7.03. Survival; Preservation of Other Rights.
The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each director, officer, employee
and agent who serves in any such capacity at any time while these provision as well as the relevant provisions of the FBCA are
in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state
of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the
consent of such director, officer, employee or agent.
The indemnification
provided by this Article VII shall not be deemed exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of shareholders 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
7.04. Insurance. The Corporation shall purchase
and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and incurred by him or on his behalf 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, provided that such insurance is available on acceptable terms.
Section
7.05. Severability. If this Article or any portion
hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify
each director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including
attorneys fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted
by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable
law.
ARTICLE
8.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section
8.01. Execution of Contracts. Unless the Board
of Directors shall otherwise determine, the President or Chairman, any Vice President, the Treasurer, the Secretary or any Assistant
Secretary, may enter into any contract or execute any contract or other instrument, the execution of which is not otherwise specifically
provided for, in the name and on behalf of the Corporation. The Board of Directors, or any committee designated thereby with power
so to act, except as otherwise provided in these Bylaws, may authorize any other or additional officer or officers or agent or
agents of the Corporation, and such authority may be general or confined to specific instances. Unless authorized so to do by these
Bylaws or by the Board of Directors or by any such committee, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or
to any amount.
Section
8.02. Loans. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the
Board of Directors or Executive Committee or any committee of the Board designated by it so to act. Such authority may be general
or confined to specific instances. When so authorized, the officer or officers thereunto authorized may effect loans and advances
at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual,
and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all loans, advances, indebtedness and liabilities of
the Corporation, may mortgage, pledge, hypothecate or transfer any real or personal property at any time owned or held by the Corporation,
and to that end execute instruments of mortgage or pledge or otherwise transfer such property.
Section
8.03. Checks, Drafts, etc. All checks, drafts,
bills or exchange or other orders for the payment of money, obligations, notes, or other evidence of indebtedness, bills of lading,
warehouse receipts and insurance certificates of the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as shall from time to time be determined by resolution
of the Board of Directors or Executive Committee or any committee of the Board designated by it so to act.
Section
8.04. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the Corporation is such banks, trust companies or other
depositaries as the Board of Directors or Executive Committee or any committee of the Board designated by it so to act may from
time to time designate, or as may be designated by any officer or officers or agent or agents of the Corporation to whom such power
may be delegated by the Board of Directors or Executive Committee or any committee of the Board designated by it so to act and,
for the purpose of such deposit and for the purposes of collection for the account of the Corporation may be endorsed, assigned
and delivered by any officer, agent or employee of the Corporation or in such other manner as may from time to time be designated
or determined by resolution of the Board of Directors or Executive Committee or any committee of the Board designated by it so
to act.
Section
8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or Executive Committee or any committee of the Board
designated by it to so act, the Chairman or President or any Vice President may from time to time appoint an attorney or attorneys
or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may
be entitled to cast as the holder of stock or other securities in any other corporation, association or trust any of whose stock
or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation,
association or trust, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation,
association or trust, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.
ARTICLE
9.
BOOKS AND RECORDS
Section
9.01. Place. The books and records of the Corporation
may be kept at such places within or without the State of Florida as the Board of Directors may from time to time determine. The
stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.
Section
9.02. Addresses of Shareholders. Each shareholder
shall furnish to the Secretary of the Corporation or to the transfer agent of the Corporation an address at which notices of meetings
and all other corporate notices may be served upon or mailed to him, and if any shareholder shall fail to designate such address,
corporate notices may be served upon him by mail, postage prepaid, to him at his post-office address last known to the Secretary
or to the transfer agent of the Corporation or by transmitting a notice thereof to him at such address by telegraph, cable or other
available method.
Section
9.03. Record Dates. The Board of Directors may
fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of any rights, or the date when any change or conversion or exchange of capital
stock of the Corporation shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meeting or any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any change, conversion
or exchange or capital stock of the Corporation, or to give such consent, and in each such case such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such
rights or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section
9.04. Audit of Books and Records. The books and
accounts of the Corporation shall be audited at least once in each fiscal year by certified public accountants of good standing
selected by the Board of Directors.
ARTICLE
10.
SHARES AND THEIR TRANSFER
Section
10.01. Certificates of Stock. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation and designating the class
of stock to which such shares belong, which shall otherwise be in such form as the Board of Directors shall prescribe. Every such
certificate shall be signed by the Chairman, President or a Vice President, and the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary of the Corporation; provided, however, that where such certificate is signed or countersigned
by a transfer agent or registrar the signatures of such officers of the Corporation and the seal of the Corporation may be in facsimile
form. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered by the Corporation as though the person or persons who signed such certificate or whose
facsimile signature or signatures shall have been used thereof had not ceased to be such officer or officers of the Corporation.
Section
10.02. Certificates of Stock Issued to Aliens. Every owner of stock of
the Corporation who is identified as an Alien (as defined in Article Eleven of the Articles of Incorporation) shall receive that
form of certificate designated as a “foreign share certificate.” Each foreign share certificate shall certify the number
of shares of stock owned in the Corporation by the Alien and shall designate the class of stock to which such shares belong, and
shall otherwise be in such form as the Board of Directors shall prescribe. Every such certificate shall be signed by the Chairman,
President or a Vice President, and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation; provided, however, that where such certificate is signed or countersigned by a transfer agent or registrar the signatures
of such officers of the Corporation and the seal of the Corporation may be in facsimile form. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate
or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered
by the Corporation as though the person or persons who signed such certificate or whose facsimile signature or signatures shall
have been used thereof had not ceased to be such officer or officers of the Corporation.
Section
10.03. Legend. Every certificate of stock shall have a restriction noted
conspicuously on the certificate and shall set forth on either the face or back of the certificate a legend informing the holder
of the certificate that the shares of stock represented by the certificate shall not be transferred to any Alien if, as a result
of such transfer, an Alien, either individually or in the aggregate, would hold in excess of twenty-five percent (25%) of the total
number of outstanding shares of capital stock of the Corporation.
Section
10.04. Record. A record shall be kept of the name of the person, firm
or corporation owning the stock represented by each certificate for stock of the Corporation issued, the number of shares represented
by each such certificate, and the date thereof, and, in case of cancellation, the date of cancellation. The person in whose name
shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.
Section
10.05. Transfer of Stock. Transfers of shares of the stock of the Corporation
shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized, and
on the surrender of the certificate or certificates for such shares properly endorsed.
Section
10.06. Transfer Agent and Registrar; Regulations. The Corporation shall,
if and whenever the Board of Directors or Executive Committee shall so determine, maintain one or more transfer offices or agencies,
each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation
shall be directly transferable, and also if and whenever the Board of Directors shall so determine, maintain one or more registry
offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning
the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.
Section
10.07. Lost, Destroyed or Mutilated Certificates. In case of the alleged
loss or destruction or the mutilation of a certificate representing capital stock of the Corporation, a new certificate may be
issued in place thereof, in the manner and upon such terms as the Board of Directors may prescribe.
ARTICLE
11.
SEAL
The Board of Directors
shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation.
ARTICLE
12.
FISCAL YEAR
The fiscal year of
the Corporation shall commence on the first day of January, except as otherwise provided from time to time by the Board of Directors.
ARTICLE
13.
WAIVER OF NOTICE
Whenever any notice
whatever is required to be given by statute, these Bylaws or the Articles of Incorporation, 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
14.
AMENDMENTS
These Bylaws may be
amended, altered or repealed: (a) by resolution adopted by a majority of the total number of directors that the Corporation would
have if there were no vacancies on the Board of Directors at any regular or special meeting of the Board if, in the case of a special
meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or
(b) by the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of stock of the Corporation entitled to
vote on the election of directors at any annual meeting of the shareholders.
