Article
VI of the Company’s By-Laws is hereby amended in its entirety to read as
follows:
ARTICLE
VI
CAPITAL
STOCK
Section
1.
Certificates
for Stock; Uncertificated Shares.
The
shares of stock of the Corporation may be represented by certificates or
uncertificated, as provided by New York law. To the extent shares are
represented by a certificate, the certificate shall be signed by the Chairman
of
the Board of Directors or the President and the Secretary or the Treasurer,
and
shall bear the seal of the Corporation and shall not be valid unless signed
and
sealed. Certificates countersigned by a duly appointed transfer agent and/or
registered by a duly appointed registrar shall be deemed to be so signed and
sealed whether the signatures be manual or facsimile signatures and whether
the
seal be a facsimile seal or any other form of seal. All certificates shall
be
consecutively numbered and the name of the person owning the shares represented
thereby, his residence, with the number of such shares and the date of issue,
shall be entered on the Corporation's books. All certificates surrendered shall
be cancelled and no new certificates issued until the former certificates for
the same number of shares shall have been surrendered and cancelled, except
as
provided for herein.
In
case
any officer or officers who shall have signed or whose facsimile signature
or
signatures shall have been affixed to any such certificate or certificates,
shall cease to be such officer or officers of the Corporation before such
certificate or certificates shall have been delivered by the Corporation, may
nevertheless be adopted by the Corporation, and may be issued and delivered
as
though the person or persons who signed such certificates, or whose facsimile
signature or signatures shall have been affixed thereto, had not ceased to
be
such officer or officers of the Corporation.
Any
restriction on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on a certificate
representing such shares.
Shares
of
the Corporation’s stock may also be evidenced by registration in the holder’s
name in uncertificated, book-entry form on the books of the Corporation. Within
a reasonable time after the issuance or transfer of uncertificated shares,
to
the extent required by applicable law, the Corporation, or its Transfer Agent
or
registrar, shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
representing shares of that class of stock. Except as otherwise expressly
provided by law, the rights and obligations of the holders of shares represented
by certificates and the rights and obligations of the holders of uncertificated
shares of the same class and series shall be identical.
Section
2.
Transfer
Agents and Registrars.
The
Board of Directors may, in its discretion, appoint responsible banks or trust
companies or other qualified institutions to act as transfer agents or
registrars of the stock of the Corporation; and, upon such appointments being
made, no stock certificates shall be valid until countersigned by one of such
transfer agents and registered by one of such registrars and no issuance or
transfer of any uncertificated shares shall be valid until book-entry thereof
shall have been made on the records of such transfer agents or
registrars.
Section
3.
Subscription
for Shares.
Unless
the subscription agreement provides otherwise, subscriptions for shares, whether
made before or after the formation of the Corporation, shall be paid in full
at
such time, or in such installments and at such times, as shall be determined
by
the Board of Directors. All calls for payments on subscriptions shall be uniform
as to all shares of the same class or of the same series.
Section
4.
Addresses
of Shareholders.
Every
shareholder shall furnish the Corporation with an address to which notices
of
meetings and all other notices may be served upon or mailed to him, and in
default thereof notices may be addressed to him at his last known mailing
address.
Section
5.
Stolen,
Lost, Destroyed Certificates.
In case
any certificate of stock shall be lost or destroyed, the Board of Directors,
in
its discretion, may authorize the issue of a substitute certificate or, at
the
request of the holder, substitute stock in uncertificated form, in place of
the
certificate so lost or destroyed, and may cause any substitute certificate
to be
countersigned by the appropriate transfer agent and such certificate or
uncertificated stock shall be registered by the appropriate registrar; provided,
that, in each such case, the lost or destroyed certificate shall be canceled
on
the books of the Corporation and the applicant for a substitute certificate
shall furnish to the Corporation and to such of its transfer agents and
registrars as may require the same, evidence to their satisfaction, in their
discretion, of the loss or destruction of such certificate and of the ownership
thereof and also such security and indemnity as may by them be
required.
Section
6.
Transfers
of Shares.
Transfers of stock represented by certificates shall be made on the books of
the
corporation only by the person named in the certificate or by an
attorney-in-fact lawfully constituted in writing and upon surrender and
cancellation of a certificate or certificates for a like number of shares of
the
same class of stock, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity
of
the signatures as the corporation or its agents may reasonably require.
Transfers
of uncertificated shares shall by made on the books of the corporation only
by
the record holder thereof, or by an attorney-in-fact, upon presentation of
proper evidence of authority to transfer in accordance with customary procedures
for transferring shares in uncertificated form. Written notice of the transfer
shall be given by the corporation to the extent required by applicable
law.
Section
7.
Regulations.
The
Board of Directors may make such additional rules and regulations as it may
deem
expedient, and not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificated or uncertificated shares of stock
of
the Corporation.