BY-LAWS
OF
BENIHANA
INC.
(amended
as of February 9, 2009)
ARTICLE
I
OFFICES
SECTION
1. REGISTERED OFFICE. The registered office shall be established and
maintained at the office of National Corporate Research, Ltd., in the City of
Dover, in the County of Kent, in the State of Delaware, and said corporation
shall be the registered agent of this corporation in charge thereof unless and
until a successor registered agent is appointed by the Board of
Directors.
SECTION
2. OTHER OFFICES. The corporation may have other offices, either within
or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
SECTION
1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
Directors and for such other business as may be stated in the notice of the
meeting, shall be held on such date as the Board of Directors, by resolution,
may designate, at such place, either within or without the State of Delaware, as
the Board of Directors, by resolution, shall determine and as set forth in the
notice of the meeting.
At
each annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be stated
in the notice of the meeting or as may properly come before the meeting in
accordance with these By-laws.
SECTION
2. VOTING. Each stockholder entitled to vote in accordance with the terms
of the Certificate of Incorporation and in accordance with the provisions of
these By-Laws shall be entitled to one vote in person or by proxy, for each
share of stock held by such stockholder which has voting power upon the matter
in question, but no proxy shall be voted after three years from its date unless
such proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and only as long as it is
coupled with an interest sufficient in law to support an irrevocable power. The
vote for Directors and the vote upon any question before the meeting, shall be
by ballot. With respect to the election of Directors, a plurality of the votes
cast at a meeting shall be sufficient to elect. All other matters or questions
shall, unless otherwise provided by law, by the Certificate of Incorporation or
by these By-laws, be decided by the affirmative vote of the holders of a
majority of the outstanding shares of stock present in person or by proxy at the
meeting and entitled to vote on such matter or question.
A
complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall be open to the examination of any stockholder for any purpose germane to
the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice
of the meeting, or (ii) during ordinary business hours, at the principal place
of business of the corporation. In the event that the corporation determines to
make the list available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present.
SECTION
3. QUORUM. Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, with respect to any proposal submitted for
stockholder action at a meeting of stockholders, the presence in person or by
proxy at such meeting of the holders of one-third of the voting power of the
capital stock entitled to vote on such proposal shall constitute a quorum
therefor. In case a quorum shall not be present at any meeting, either the
chairman of the meeting or the holders of a majority of the voting power of the
capital stock entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice, other than
an announcement at the meeting at which adjournment is taken of the date, time
and place of the adjourned meeting, until the requisite number of shares shall
be present to constitute a quorum. At any such adjourned meeting at which the
requisite number of shares entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
SECTION
4. SPECIAL MEETINGS. Special meetings of the shareholders of the
corporation shall be called by the Secretary of the corporation (A) at the
request of the Chairman of the Board of Directors or the Chief Executive Officer
of the corporation or (B) at the request of a majority of the entire Board of
Directors. Special meetings may be held at such place within or without the
State of Delaware, as designated in the notice of meeting.
SECTION
5. NOTICE OF MEETINGS. Written notice, stating the place, date and time
of any meeting of stockholders, and the general purpose or purposes of the
business to be considered, shall be given to each stockholder entitled to vote
thereat at his address as it appears on the records of the corporation, not less
than 10 nor more than 60 days before the date of the meeting. No business other
than that stated in the notice shall be transacted at any special meeting
without the unanimous consent of all the stockholders entitled to vote
thereat.
SECTION
6. ADVANCE NOTICE OF STOCKHOLDER BUSINESS. Notwithstanding any other
provision of these By-Laws, for business to be properly brought before an annual
or special meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder’s notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days’ notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. A stockholder’s notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting (a)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the corporation’s books, of the stockholder proposing
such business, (c) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at any meeting except in accordance
with the procedures set forth in this Article II, SECTION 6. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.
SECTION
7. ORGANIZATION OF MEETINGS. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or, if in his absence by the Chief Executive
Officer, or in his absence by the President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors. The Secretary shall
act as secretary of the meeting, but in his absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.
SECTION
8. ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate
of Incorporation, any action required to be taken at any annual or special
meeting of stockholders, or any action which may be taken at any annual or
special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE
III
DIRECTORS
SECTION
1. NUMBER AND TERM; ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS. The
Board of Directors shall consist of one or more members. Subject to any
provision set forth in the corporation’s Certificate of Incorporation, the
number of Directors shall be as designated by resolution adopted by the
Directors. The Directors shall be elected at the annual meeting of the
stockholders and each Director shall be elected to serve until his successor
shall be elected and shall qualify or until his earlier resignation or removal.
Directors need not be stockholders.
Only
persons who are nominated in accordance with the procedures set forth in this
ARTICLE III, SECTION 1 shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by any stockholder 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. Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation. To be timely, a stockholder’s notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days’ notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
stockholder’s notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a Director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the Corporation which are beneficially owned by such person, and (iv) any other
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 without limitation such persons’ written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation’s books, of such stockholder and (ii)
the class and number of shares of the corporation which are beneficially owned
by such stockholder. 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
stockholder’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 procedures set forth in this Section. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
SECTION
2. RESIGNATIONS. Any director, member of a committee or other officer may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the President or Secretary. The acceptance of a resignation
shall not be necessary to make it effective.
SECTION
3. REMOVAL. Notwithstanding any other provision hereof or of the
Certificate of Incorporation, and notwithstanding the fact that some lesser
percentage may be specified by law, any director or all the directors of the
Corporation may be removed at any time, but only for cause and only by (1) a
vote of the holders of 66-2/3% of the shares represented at a meeting of the
stockholders at which a quorum is present or (2) a vote of 66-2/3% of the
members of the Board of Directors. With respect to the removal of any director
by action of the Board of Directors, the Board shall have the power, by a
similar vote, to suspend any director pending a final determination that cause
exists for removal.
SECTION
4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and newly created
directorships occurring on the Board of Directors may be filled by a vote of the
remaining directors (although less than a quorum) and the Directors thus chosen
shall hold office until the next annual election and until their successors are
elected and qualify, or, if the Directors are divided into classes, until the
next election of the class for which such Directors shall have been chosen and
until their successors are elected and qualify.
SECTION
5. POWERS. The Board of Directors shall exercise all of the powers of the
corporation except such as are by law, or by the Certificate of Incorporation of
the corporation or by these By-Laws conferred upon or reserved to the
stockholders. If a quorum is present at any meeting, all action permitted or
required to be taken shall be taken by a vote of a majority of those present,
unless a different vote is specified by law, the Certificate of Incorporation or
these By-Laws.
SECTION
6. COMMITTEES. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the Directors of the corporation. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Any
such committee, to the extent provided in the resolution of the Board of
Directors, or in these By-Laws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation’s property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
SECTION
7. MEETINGS. The newly elected Directors may hold their first meeting for
the purpose of organization and the transaction of business, if a quorum be
present, after their appointment by the incorporator(s) of the corporation or
after the annual meeting of the stockholders; or the time and place of such
meeting may be fixed by consent in writing of all the Directors.
Regular
meetings of the Directors may be held without notice at such places and times as
shall be determined from time to time by resolution of the
Directors.
Special
meetings of the Board or Directors may be called by the Chief Executive Officer
or by the Secretary on the written request of any two Directors on at least two
day’s written notice or one days’ notice by telephone, telecopy, telex or
telegram to each Director and shall be held at such place or places as may be
determined by the Directors, or as shall be stated in the call of the meeting.
All notices shall be given to the Directors at their business or home
addresses.
Any
waiver or notice of meeting need not specify the purposes of the
meeting.
Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
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 in a meeting shall constitute presence in person at the
meeting.
SECTION
8. QUORUM. A majority of the Directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time until a quorum is obtained, and no further notice thereof need be given
other than by announcement at the meeting which shall be so
adjourned.
SECTION
9. COMPENSATION. Directors shall not receive any stated salary for their
services as Directors or as members of committees, except as otherwise provided
by a resolution adopted by the Board of Directors. Nothing herein contained
shall be construed to preclude any Director from serving the corporation in any
other capacity as an officer, agent or otherwise, and receiving compensation
therefor.
SECTION
10. ACTION WITHOUT MEETING. 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 proceedings of the Board or
committee.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS. The officers of the corporation shall be a Chief Executive
Officer, a President, a Secretary, and a Treasurer, all of whom shall be elected
by the Board of Directors and who shall hold office until their successors are
elected and qualified or until their earlier resignation, death or removal. In
addition, the Board of Directors may elect a Chairman, a Vice Chairman, one or
more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be Directors.
The officers shall be elected at the first meeting of the Board of Directors
after each annual meeting. More than two offices may be held by the same
person.
SECTION
2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such
other officers and agents as it may deem advisable, who shall hold their offices
for such term and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
SECTION
3. ELECTION. The Chief Executive Officer, President, Treasurer and
Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders. Other officers may be
appointed by the Board of Directors at such meeting or at any other
meeting.
SECTION
4. RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.
The
Board of Directors, or a committee duly authorized to do so, may remove any
officer with or without cause. Except as the Board of Directors may otherwise
determine, no officer who resigns or is removed shall have any right to any
compensation as an officer for any period following his resignation or removal,
or any right to damages on account of such removal, whether his compensation be
by the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the
corporation.
SECTION
5. VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of Chief Executive
Officer, President, Treasurer and Secretary. Each such successor shall hold
office for the unexpired term of his predecessor and until his successor is
elected and qualified, or until his earlier death, resignation or
removal.
SECTION
6. CHAIRMAN. The Chairman of the Board of Directors, if one be elected,
presides at all meetings of the Board of Directors and the shareholders and he
shall have and perform such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION
6A. VICE CHAIRMAN. The Vice Chairman of the Board of Directors, if one be
elected, shall, in the absence or non-election of the Chairman of the Board of
Directors, preside at all meetings of the Board of Directors and the
shareholders and he shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.
SECTION
6B. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have,
subject to the direction of the Board of Directors, general supervision,
direction and control of the business of the corporation. In the absence or
non-election of the Chairman and Vice Chairman of the Board of Directors, and if
the Chief Executive Officer is a member of the Board of Directors, he shall
preside at all meetings of the Board of Directors. The Chief Executive Officer
shall perform such other duties and have such other powers as the Board of
Directors may designate from time to time.
SECTION
7. PRESIDENT. The President shall be the chief operating officer of the
corporation and shall have the general powers and duties of supervision and
management usually vested in the office of president of a corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant
Treasurer.
SECTION
8. VICE-PRESIDENT. Each Vice-President shall have such powers and shall
perform such duties as shall be assigned to him by the Directors.
SECTION
9. TREASURER. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation in such
depositaries as may be designated by the Board of Directors.
The
Treasurer shall disburse the funds of the corporation as may be ordered by the
Board of Directors, or the Chief Executive Officer, taking proper vouchers for
such disbursements. He shall render to the Chief Executive Officer and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his transactions as Treasurer and of the
financial condition of the corporation. If required by the Board of Directors,
he shall give the corporation a bond for the faithful discharge of his duties in
such amount and with such surety as the Board shall prescribe.
SECTION
10. SECRETARY. The Secretary shall give, or cause to be given, notice of
all meetings of stockholders and Directors, and all other notices required by
law or by these By-Laws, and in case of his absence or refusal or neglect so to
do, any such notice may be given by any person thereunto directed by the Chief
Executive Officer, or by the Directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation and of the Directors in a book to
be kept for that purpose, and shall perform such other duties as may be assigned
to him by the Directors or the Chief Executive Officer. He shall have the
custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the Directors, the Chief Executive
Officer or the President, and attest the same.
SECTION
11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers
and Assistant Secretaries, if any, shall be elected and shall have such powers
and shall perform such duties as shall be assigned to them, respectively, by the
Directors.
ARTICLE
V
STOCK
SECTION
1. CERTIFICATES OF STOCK. Certificates of stock, signed by the Chairman
or Vice Chairman of the Board of Directors, if they be elected, Chief Executive
Officer, President or Vice-President, and the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary, shall be issued to each
stockholder whose shares are to be represented by a certificate and such
certificate shall certify the number of shares owned by such stockholder in the
corporation. Any or all of the signatures may be facsimiles.
SECTION
2. LOST CERTIFICATES. A new certificate of stock may be issued in the
place of any certificate theretofore issued by the corporation, alleged to have
been lost or destroyed, and the Directors may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against any claim
that may be made against it on account of the alleged loss or destruction of any
such certificate, or the issuance of any such new certificate.
SECTION
3. TRANSFER OF SHARES. The shares of stock of the corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates, if such shares are represented by a certificate or
certificates, shall be surrendered to the corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers, or to such
other person as the Directors may designate, by whom they shall be cancelled,
and if such shares are to be represented by a certificate or certificates
following such transfer, a new certificate or certificates shall thereupon be
issued. A record shall be made of each transfer and whenever a transfer shall be
made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.
SECTION
4. STOCKHOLDERS RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION
5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to need
contingencies or for equalizing dividends or for such other purposes as the
Directors shall deem conducive to the interests of the corporation.
ARTICLE
VI
MISCELLANEOUS
SECTION
1. SEAL. The corporate seal shall be circular in form and shall contain
the name of the corporation, the year of its creation and the words “CORPORATE
SEAL DELAWARE”. An alternate corporate seal shall contain the words “CORPORATE
SEAL”. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION
2. FISCAL YEAR. The fiscal year of the corporation shall be determined by
resolution of the Board of Directors.
SECTION
3. CHECKS. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer of officers, agent or agents of the corporation,
and in such manner as shall be determined from time to time by resolution of the
Board of Directors.
SECTION
4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these
By-Laws to be given, personal notice is not meant unless expressly so stated,
and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meeting except as otherwise provided by Statute.
Whenever
any notice whatever is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the corporation or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice or such person’s duly authorized attorney or by
telegraph, cable or other available method, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE
VII
AMENDMENTS
Except
as otherwise provided by these By-laws, these By-Laws may be altered or repealed
and By-Laws may be made at any annual meeting of the stockholders or at any
special meeting thereof if notice of the proposed alteration or repeal or By-Law
or By-Laws to be made be contained in the notice of such special meeting in
accordance with the provisions of these By-laws, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws
to be made, be contained in the notice of such special meeting.
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