UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
|
Date
of Report (Date of earliest event reported):
|
December
31, 2007
|
|
THE
MIDDLEBY CORPORATION
|
|
(Exact
Name of Registrant as Specified in its Charter)
|
|
Delaware
|
1-9973
|
36-3352497
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1400
Toastmaster Drive, Elgin, Illinois
|
60120
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(847)
741-3300
|
|
(Registrant’s
telephone number, including area code)
|
|
N/A
|
|
(Former
Name or Former Address, if Changed Since Last Report)
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in FiscalYear.
On
December 31, 2007, the Board of Directors of The Middleby Corporation (the
“Company”) approved the amendment and restatement of the Company’s Amended and
Restated Bylaws (the “Bylaws”). Sections 5.1 and 5.2 of the Bylaws
were amended to provide that shares issued by the Company may be issued with
or
without certificates. These amendments were made in response to the
listing requirements of the Nasdaq Stock Market (the “NASDAQ”) that mandate that
all NASDAQ-listed companies become eligible to participate in a direct
registration system operated by a securities depository on and after January
1,
2008.
The
description of the amendments to the Bylaws set forth above is qualified in
its
entirety by reference to the full text of the Second Amended and Restated Bylaws
of the Company, which are filed as Exhibit 3.1 hereto and incorporated herein
by
reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
| Exhibit No. | Description |
|
Exhibit
3.1
|
Second
Amended and Restated Bylaws of The Middleby Corporation.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
THE
MIDDLEBY CORPORATION
|
||
|
Dated:
January 4, 2008
|
By: /s/
Timothy J. FitzGerald
|
|
|
Timothy
J. FitzGerald
Vice
President and
Chief
Financial Officer
|
||
Exhibit
Index
| Exhibit No. | Description |
|
Exhibit
3.1
|
Second
Amended and Restated Bylaws of The Middleby Corporation.
|
Exhibit
3.1
SECOND
AMENDED AND RESTATED
BYLAWS
OF
THE
MIDDLEBY CORPORATION
a
Delaware corporation
(hereinafter
called the "Corporation")
(EFFECTIVE
AS OF DECEMBER 31, 2007)
ARTICLE
I
STOCKHOLDERS
Section
1.1 ANNUAL MEETING.
An
annual
meeting of stockholders for the purpose of electing directors and of transacting
such other business as may come before it shall be held each year at such
date,
time and place, either within or without the State of Delaware, as may be
specified by the Board of Directors.
Section
1.2 SPECIAL MEETINGS
Special
meetings of stockholders for any purpose or purposes may be held at any time
upon call of the Chairman of the Board, the President, or a majority of the
Board of Directors, at such time and place either within or without the State
of
Delaware as may be stated in the call and notice. The ability of stockholders
to
call a special meeting of stockholders is hereby specifically
denied.
Section
1.3 NOTICE OF MEETINGS
Notice
of
stockholders' meetings, stating the place, date and hour thereof, and, in
the
case of a special meeting, the purpose or purposes for which the meeting
is
called, shall be given by the Chairman of the Board, the President or the
Secretary to each stockholder of record entitled to vote thereat at least
ten
days but not more than sixty days before the date of the meeting, unless
a
different period is prescribed by law.
Section
1.4 QUORUM.
Except
as
otherwise provided by law or the certificate of incorporation or these Bylaws,
at any meeting of stockholders, the holders of a majority of the outstanding
shares of each class of stock entitled to vote at the meeting shall be present
or represented by proxy in order to constitute a quorum for transaction of
any
business. In the absence of a quorum, a majority in interest of the stockholders
present or the chairman of the meeting may adjourn the meeting from time
to time
in the manner provided in Section 1.5 of these Bylaws until a quorum shall
attend.
Section
1.5 ADJOURNMENT.
Any
meeting of stockholders, annual or special, may adjourn from time to time
to
reconvene at the same or some other place, and notice need not be given of
any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at
the
original meeting. If the adjournment is for more than thirty days, or if
after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section
1.6 ORGANIZATION.
The
Chairman of the Board, or in his absence the President, or in their absence
the
Vice President, shall call to order meetings of stockholders and shall act
as
chairman of such meetings. The Board of Directors or, if the Board fails
to act,
the stockholders may appoint any stockholder or any director or officer of
the
Corporation to act as chairman of any meeting in the absence of the Chairman
of
the Board, the President and the Vice President.
Section
1.7 VOTING.
Except
as
otherwise provided by law, the Certificate of Incorporation or these Bylaws
and
except for the election of directors, at any meeting duly called and held
at
which a quorum is present, a majority of the votes cast at such meeting upon
a
given question by the holders of outstanding shares of stock of all classes
of
stock of the Corporation entitled to vote thereon who are present in person
or
by proxy shall decide such questions. At any election of directors at which
a
quorum is present, the directors shall be elected by a plurality of the votes
cast at such election.
Section
1.8 CONDUCT OF MEETINGS.
The
Board
of Directors may adopt by resolution such rules and regulations for the conduct
of any meeting of the stockholders as it shall deem appropriate. Except to
the
extent inconsistent with such rules and regulations as adopted by the Board
of
Directors, the chairman of any meeting of the stockholders shall have the
right
and authority to prescribe such rules, regulations and procedures and to
do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) the determination of when the
polls
shall open and close for any given matter to be voted on at the meeting;
(iii)
rules and procedures for maintaining order at the meeting and the safety
of
those present; (iv) limitations on attendance at or participation in the
meeting
to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting
shall
determine; (v) restrictions on entry to the
2
meeting
after the time fixed for the commencement thereof; and (vi) limitations on
the
time allotted to questions or comments by participants.
Section
1.9 NATURE
OF BUSINESS AT MEETINGS OF
STOCKHOLDERS.
No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any
duly
authorized committee thereof), or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder
of
record on the date of the giving of the notice provided for in this Section
1.9
and on the record date for the determination of stockholders entitled to
notice
of and to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 1.9.
In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must
have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
To
be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than
ninety (90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however,
that in the event
that the annual meeting is called for a date that is not within thirty (30)
days
before or after such anniversary date, notice by the stockholder in order
to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To
be in
proper written form, a stockholder's notice to the Secretary must set forth
as
to each matter such stockholder 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 record address of such stockholder, (iii) the class or series
and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person
or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
No
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set
forth in this Section 1.9; provided, however,
that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 1.9 shall be deemed to preclude discussion
by any stockholder of any such business. If the chairman of an
annual
3
meeting
determines that business was not properly brought before the annual meeting
in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and
such
business shall not be transacted.
Section
1.10 NOMINATION
OF
DIRECTORS.
Only
persons who are nominated in accordance with the following procedures shall
be
eligible for election as directors of the Corporation, except as may be
otherwise provided in the Certificate of Incorporation with respect to the
right
of holders of preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances. Nominations of persons
for election to the Board of Directors may be made at any annual meeting
of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors
(or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving
of the
notice provided for in this Section 1.10 and on the record date for the
determination of stockholders entitled to notice of and to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section
1.10.
In
addition to any other applicable requirements, for a nomination to be made
by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
To
be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (a) in
the
case of an annual meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however,
that in the event
that the annual meeting is called for a date that is not within thirty (30)
days
before or after such anniversary date, notice by the stockholder in order
to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting
of
stockholders called for the purpose of electing directors, not later than
the
close of business on the tenth (10th) day following the day on which notice
of
the date of the special meeting was mailed or public disclosure of the date
of
the special meeting was made, whichever first occurs.
To
be in
proper written form, a stockholder's notice to the Secretary must set forth
(a)
as to each person whom the stockholder proposes to nominate for election
as a
director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii)
the
class or series and number of shares of capital stock of the Corporation
which
are owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving
the
notice (i) the name and record address of such stockholder, (ii) the class
or
series and number of shares of capital stock of the Corporation which are
owned
beneficially
4
or
of
record by such stockholder, a (iii) description of all arrangements or
understandings between such stockholder and each proposed nominee and any
other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written
consent of each proposed nominee to being named as a nominee and to serve
as a
director if elected.
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 1.10. If the
Chairman of the meeting determines that a nomination was not made in accordance
with the foregoing procedures, the Chairman shall declare to the meeting
that
the nomination was defective and such defective nomination shall be
disregarded.
ARTICLE
II
BOARD
OF DIRECTORS
Section
2.1 NUMBER AND TERM OF
OFFICE.
The
property, affairs and business of the Corporation shall be managed by its
Board
of Directors consisting of not fewer than three (3) nor more than eleven
(11)
persons. The exact number of directors within the maximum and minimum
limitations specified herein shall be fixed from time to time by resolution
adopted by the majority of the Board of Directors.
The
directors, except as provided in the next paragraph of this Section 2.1,
shall
be elected at the annual meeting of stockholders, and each director shall
hold
office, subject to the provisions of this Article, until the next annual
meeting
of stockholders and until his successor is duly elected and qualified, or
until
such director's earlier death, resignation or removal.
Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office,
though less than a quorum, or by a sole remaining director, and the directors
so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced. If
there
are no directors in office, then an election of directors may be held in
the
manner provided by statute.
Section
2.2 CHAIRMAN OF THE
BOARD.
The
directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman shall be subject to the control of and may be removed
by
the Board of Directors. He shall perform such duties as may from time to
time be
assigned to him by the Board.
5
Section
2.3 MEETINGS.
The
annual meeting of the Board of Directors, for the election of officers and
the
transaction of such other business as may come before the meeting, shall
be held
without notice at the same place as, and immediately following, the annual
meeting of the stockholders.
Regular
meetings of the Board of Directors may be held without notice at such time
and
place as shall from time to time be determined by the Board.
Special
meetings of the Board of Directors shall be held at such time and place as
shall
be designated in the notice of the meeting whenever called by the Chairman
of
the Board, the President or by a majority of the directors then in
office.
Section
2.4 NOTICE OF SPECIAL
MEETINGS.
The
Secretary, or in his absence any other officer of the Corporation, shall
give
each director notice of the time and place of holding of special meetings
of the
Board of Directors by mail at least two days before the meeting, or by telegram,
cable or radiogram or personal service at least one day before the meeting.
Unless otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the
notice.
Section
2.5 QUORUM AND ORGANIZATION
OF
MEETINGS.
A
majority of the total number of members of the Board of Directors as constituted
from time to time shall constitute a quorum for the transaction of business,
but
if at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to
time,
and the meeting may be held as adjourned without further notice or waiver.
Except as otherwise provided by law or by these Bylaws, a majority of the
directors present at any meeting at which a quorum is present may decide
any
question brought before such meeting. Meetings shall be presided over by
the
Chairman of the Board, or in his absence by the President, or in the absence
of
both by such other persons as may be selected by the directors. The Secretary
of
the Corporation 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.
The
Board
of Directors may, by resolution 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 a member of a committee, 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 place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority
of
the Board of Directors in the management of the business and
affairs
6
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 power or authority
in reference to amending the Certificate of Incorporation of the Corporation,
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 dissolution, or amending
these
Bylaws; and, unless the resolution expressly so provided, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock. Each committee which may be established by the Board of
Directors or these Bylaws may fix its own rules and procedures. Notice of
meetings of committees, other than of regular meetings provided for by the
rules, shall be given to committee members. All action taken by committees
shall
be recorded in minutes of the meetings.
Section
2.7 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
all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
Section
2.8 TELEPHONE MEETINGS.
Members
of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board, or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting
pursuant to this Section shall constitute presence in person at such
meetings.
ARTICLE
III
OFFICERS
Section
3.1 EXECUTIVE OFFICERS.
The
executive officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Treasurer and a Secretary, each
of
whom shall be elected by the Board of Directors. The Board of Directors may
elect or appoint such other officers (including a Controller and one or more
Assistant Treasurers and Assistant Secretaries) as it may deem necessary
or
desirable, each of whom shall hold office for such term as may be prescribed
by
the Board of Directors from time to time. Any person may hold at one time
two or
more offices.
Section
3.2 POWERS AND DUTIES.
The
Chairman of the Board or, in his absence, the President, shall preside at
all
meetings of the stockholders and of the Board of Directors. The Chairman
shall
be the chief executive officer of the Corporation, reporting only to the
Board
of Directors. In the absence of the Chairman, the President shall perform
all
the duties of the Chairman. The officers and agents
7
of
the
Corporation shall each have such powers and perform such duties in the
management of the business and affairs of the Corporation as generally pertain
to their respective offices, as well as such powers and duties as from time
to
time may be prescribed by the Board of Directors.
RESIGNATIONS,
REMOVALS AND VACANCIES
Section
4.1 RESIGNATIONS.
Any
director or officer of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board of Directors, the President or the Secretary of the
corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it
effective.
Section
4.2 REMOVALS.
The
Board
of Directors, at any meeting thereof, or by written consent, may, to the
extent
permitted by law, at any time, remove with or without cause from office or
terminate the employment of any officer or member of any committee.
Section
4.3 VACANCIES.
Any
vacancy in the office of any officer through death, resignation, removal,
disqualification or other cause, may be filled at any time by a majority
of the
directors then in office (even though less than a quorum) and, subject to
the
provisions of this Article, the person chosen shall hold office until his
successor shall have been chosen and shall have qualified.
ARTICLE
V
CAPITAL
STOCK
Section
5.1 STOCK CERTIFICATES.
The
shares of capital stock of the Corporation shall be represented by a
certificate, unless and until the Board of Directors of the Corporation adopts
a
resolution permitting shares to be uncertificated. Notwithstanding
the adoption of any such resolution providing for uncertificated shares,
every
holder of capital stock of the Corporation theretofore represented by
certificates and, upon request, every holder of uncertificated shares, shall
be
entitled to have a certificate for shares of capital stock of the Corporation
signed by, or in the name of the Corporation by, (a) the Chairman of the
Board,
the Chief Executive Officer, the President or any Vice President, and (b)
the
Chief Financial Officer, the Secretary or an Assistant Secretary, certifying
the
number of shares owned by such stockholder in the Corporation.
Section
5.2 TRANSFER OF SHARES.
8
Stock
of
the Corporation shall be transferable in the manner prescribed by applicable
law
and in these Bylaws. Transfers of stock shall be made on the books of
the Corporation, and in the case of certificated shares of stock, only by
the
person named in the certificate or by such person’s attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes;
or,
in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person’s
attorney lawfully constituted in writing, and upon payment of all necessary
transfer taxes and compliance with appropriate procedures for transferring
shares in uncertificated form; provided, however, that such surrender and
endorsement, compliance or payment of taxes shall not be required in any
case in
which the officers of the Corporation shall determine to waive such
requirement. With respect to certificated shares of stock, every
certificate exchanged, returned or surrendered to the Corporation shall be
marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof. No
transfer of stock shall be valid as against the Corporation for any purpose
until it shall have been entered in the stock records of the Corporation
by an
entry showing from and to whom transferred.
Section
5.3 FIXING 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 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.
Section
5.4 REGULATIONS.
The
Board
of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation and replacement of certificates for shares of
stock
of the Corporation.
ARTICLE
VI
MISCELLANEOUS
Section
6.1 CORPORATE SEAL.
The
corporate seal shall have inscribed thereon the name of the Corporation,
the
year of its organization and the words "Corporate Seal" and "Delaware."
Section
6.2 FISCAL YEAR.
The
fiscal year of the Corporation shall be determined by resolution of the Board
of
Directors.
Section
6.3 NOTICES AND WAIVERS
THEREOF.
9
Whenever
any notice whatever is required by these Bylaws or by the certificate of
incorporation, or by any law to be given to any stockholder, director or
officer, such notice, except as otherwise provided by law, may be given
personally or by mail, or, in the case of directors or officers, by telegram,
cable or radiogram, addressed to such address as appears on the books of
the
Corporation. Any notice given by telegram, cable or radiogram shall be deemed
to
have been given when it shall have been delivered for transmission and any
notice given by mail shall be deemed to have been given when it shall have
been
deposited in the United States mail with postage thereon prepaid.
Whenever
a notice is required to be given by any statute, the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing, signed by the
person
or persons entitled to such notice, whether before or after the meeting or
the
time stated therein, shall be deemed equivalent in all respects to such
notice.
Section
6.4 STOCK OF OTHER CORPORATIONS
OR OTHER
INTERESTS.
Unless
otherwise directed by the Board of Directors, the Chairman, the President,
the
Secretary and such attorneys or agents of the Corporation as may be from
time to
time authorized by the Board of Directors or the Chairman shall have full
power
and authority on behalf of this Corporation to attend, and to act and vote
in
person or by proxy at, any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares
or
other securities, and at such meetings such persons shall possess and may
exercise all the rights and powers incident to the ownership of such shares
or
other securities which this Corporation, as the owner or holder thereof,
might
have possessed and exercised if present. The Chairman, the President, the
Secretary or such attorneys or agents may also execute and deliver on behalf
of
the Corporation powers of attorney, proxies, consents, waivers and other
instruments relating to the shares or securities owned or held by this
Corporation.
ARTICLE
VII
AMENDMENT
Section
7.1 AMENDMENTS.
These
bylaws may be altered, amended or repealed, in whole or in part, or new bylaws
may be adopted by the stockholders or by the Board of Directors; provided, however,
that notice of such
alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such meeting of the stockholders or Board of Directors, as the
case
may be. All such amendments must be approved by either the holders of a majority
of outstanding capital stock entitled to vote thereon or by a majority of
the
entire Board of Directors then in office.
Section
7.2 ENTIRE BOARD OF
DIRECTORS.
As
used
in this Article VII and in these bylaws generally, the term "entire Board
of
Directors" means the total number of directors which the Corporation would
have
if there were no vacancies.
10