Exhibit 99.1
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Delaware
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1-9309
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54-0852979
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6850 Versar Center
Springfield, Virginia 22151
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(Address of principal executive offices)
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(Zip Code)
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(703) 750-3000
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| 3.1 | Second Amended and Restated By-laws of Versar, Inc. |
| 99.1 | Press Release issued February 10, 2010. |
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Dated:
February 17, 2010
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VERSAR, INC.
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By:
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/s/ James C. Dobbs | |
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James C. Dobbs
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Senior Vice President and General Counsel
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1)
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CERTIFICATES
REPRESENTING STOCK
.
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a)
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The
shares of the Corporation’s stock may be certificated or uncertificated,
as provided by Delaware law, as determined from time to time by resolution
of the Board of Directors, and shall be entered in the books of the
Corporation as they are issued. To the extent the Board of
Directors determines that shares are to be certificated, every holder of
stock in the Corporation shall be entitled to have a certificate signed
by, or in the name of, the Corporation by the Chairman or Vice-Chairman of
the Board of Directors, if any, or by the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation certifying the number of shares
owned by him in the Corporation. Any or all of the signatures
on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of
issue. Notwithstanding the adoption of any 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 signed as set forth above and
certifying the number of shares owned by him in the
Corporation.
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b)
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Whenever
the Corporation shall be authorized to issue more than one class of stock
or more than one series of any class of stock, and whenever the
Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any
such partly paid stock shall set forth thereon the statements prescribed
by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class
or series shall be noted conspicuously on the certificate representing
such shares. Within a reasonable time after the issuance or transfer of
uncertificated shares of stock, the Corporation shall send to the
registered owner thereof a written notice that shall set forth the name of
the Corporation, that the Corporation is organized under the laws of the
State of Delaware, the name of the stockholder, the number and class (and
the designation of the series, if any) of the shares represented, and any
restrictions on the transfer or registration of transfer of such shares of
stock.
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c)
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The
Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or his legal representative, to
give the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged
loss, theft, or destruction of any such certificate or the issuance of any
such new certificate.
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2)
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FRACTIONAL SHARE INTERESTS
. The
Corporation may, but shall not be required to, issue fractions of a
share. In lieu thereof it shall either pay in cash the fair
value of fractions of a share, as determined by the Board of Directors to
those entitled thereto or issue scrip or fractional warrants in registered
or bearer form over the manual or facsimile signature of an officer of the
Corporation or of its agent, exchangeable as therein provided for full
shares, but such scrip or fractional warrants shall not entitle the holder
to any rights of a stockholder except as therein provided. Such
scrip or fractional warrants may be issued subject to the condition that
the same shall become void if not exchanged for certificates representing
full shares of stock before a specified date, or subject to the condition
that the shares of stock for which such scrip or fractional warrants are
exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of such scrip or fractional warrants, or
subject to any other conditions which the Board of Directors may
determine.
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3)
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STOCK TRANSFERS
. Upon compliance
with provisions restricting the transfer or registration of transfer of
shares of stock, if any, transfers or registration of transfers of shares
of stock of the Corporation shall be made only on the stock ledger of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of the Corporation or with a transfer agent or a registrar, if any, and
(1) in the case of certificated shares of stock, on surrender of the
certificate or certificates for such shares of stock properly endorsed and
the payment of all taxes due thereon and (2) in the case of uncertificated
shares of stock, upon receipt of proper transfer instructions from the
registered holder of such shares or by such person’s attorney as specified
above and upon payment of all taxes due thereon and compliance with
appropriate procedures for transferring shares in uncertificated
form. 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.
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4)
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RECORD DATE FOR
STOCKHOLDERS
.
For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or
dissent from any corporate action in writing without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any
dividend or other distribution or the 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 directors may
fix, in advance, a date as the record date for any such determination of
stockholders. Such date shall not be more than sixty days nor less than
ten days before the date of such meeting, nor more than sixty days prior
to any other action. If no record date is fixed, the record
date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on
which the meeting is held; the record date for determining stockholders
for any other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto. When
a determination of stockholders of record entitled to notice of or to vote
at any meeting of stockholders has been made as provided in this
paragraph, such determination shall apply to any adjournment thereof;
provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.
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5)
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MEANING OF CERTAIN TERMS
. As used
herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term “share” or
“share of stock” or “shares of stock” or “stockholder” or “stockholders”
refers to an outstanding share or shares of stock and to a holder or
holders of record of outstanding shares of stock when the Corporation is
authorized to issue only one class of shares of stock, and said reference
is also intended to include any outstanding share or shares of stock and
any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the Certificate of Incorporation confers
such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Certificate of Incorporation may provide
for more than one class or series of shares of stock, one or more of which
are limited or denied such rights thereunder; provided, however, that no
such right shall vest in the event of an increase or a decrease in the
authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Certificate of
Incorporation.
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6)
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STOCKHOLDER MEETINGS
.
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a)
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TIME
. The annual meeting shall be
held during the second quarter of the Corporation's fiscal year on such
date and at such time fixed, from time to time, by the directors, provided
that the first annual meeting shall be held on a date within thirteen
months after the organization of the Corporation, and each successive
annual meeting shall be held on a date within thirteen months after the
date of the preceding annual meeting. A special meeting shall
be held on the date and at the time fixed by the
directors.
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b)
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PLACE
. The annual meeting of the
stockholders of the Corporation shall be held at such place as the
directors shall fix, and in the event of their failure to do so, at the
principal office of the Corporation.
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c)
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CALL
. Annual meetings and special
meetings may be called by the directors or by any officer instructed by
the directors to call the meeting.
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d)
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NOTICE OR WAIVER OF NOTICE
. Written
notice of all meetings shall be given, stating the place, date, and hour
of the meeting and stating the place within the city or other municipality
or community at which the list of stockholders of the Corporation may be
examined. The notice of an annual meeting shall state that the
meeting is called for the election of directors and for the transaction of
other business which may properly come before the meeting, and shall (if
any other action which could be taken at a special meeting is to be taken
at such annual meeting) state the purpose or purposes. The
notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called. If any action is
proposed to be taken which would, if taken, entitle stockholders to
receive payment for their shares of stock, the notice shall include a
statement of that purpose and to that effect. Except as
otherwise provided by the General Corporation Law, a copy of the notice of
any meeting shall be given, personally or by mail, not less than ten days
or more than fifty days before the date of the meeting, unless the lapse
of the prescribed period of time shall have been waived, and directed to
each stockholder at his record address or at such other address which he
may have furnished by request in writing to the Secretary of the
Corporation. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States
mail. If a meeting is adjourned to another time, not more than
thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the directors,
after adjournment, fix a new record date for the adjourned
meeting. Notice need not be given to any stockholder who
submits a written waiver of notice by him before or after the time stated
therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of
notice.
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e)
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STOCKHOLDER LIST
. The officer who
has charge of the stock ledger of the Corporation shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of
the stockholders, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community 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. The list shall also be produced and kept at the time
and place where the meeting is to be held. 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. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation, or to vote at
any meeting of stockholders.
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f)
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CONDUCT OF MEETING
.
Meetings
of the stockholders shall be presided over by one of the following
officers in the order of seniority and if present and acting the Chairman
of the Board, if any, the Vice-Chairman of the Board, if any, the Chief
Executive Officer, the President, a Vice President, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen
by the stockholders. The Secretary of the Corporation, or in
his absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is
present, the Chairman of the meeting shall appoint a secretary of the
meeting.
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g)
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PROXY REPRESENTATION
. Every
stockholder may authorize another person or persons to act for him by
proxy in all matters in which a stockholder is entitled to participate,
whether by waiving notice of any meeting, voting or participating at a
meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or
by
his
attorney-in-fact. No proxy shall be voted or acted upon 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, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in
the Corporation generally.
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h)
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INSPECTORS AND JUDGES
. The
directors, in advance of any meeting, may, but need not, appoint one or
more inspectors of election or judges of the vote, as the case may be, to
act at the meeting or any adjournment thereof. If an inspector
or inspectors or judge or judges are not appointed, the person presiding
at the meeting may, but need not, appoint one or more inspectors or
judges. In case any person who may be appointed as an inspector
or judge fails to appear or act, the vacancy may be filled by appointment
made by the directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector or judge, if any,
before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector or judge at such
meeting with strict impartiality and according to the best of his
ability. The inspectors or judges, if any, shall determine the
number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots
or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request
of the person presiding at the meeting, the inspector or inspectors or
judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of
any fact found by him or them.
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i)
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QUORUM
.
The holders of a
majority of the outstanding shares of stock shall constitute a quorum at a
meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting
despite the absence of a quorum.
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j)
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VOTING
.
Any corporate action
shall be authorized by a majority of the votes cast except where the
General Corporation Law prescribes a different percentage of votes and/or
a different exercise of voting power. In the election of
directors, voting need not be by ballot. Voting by ballot shall
not be required for any other corporate action except as otherwise
provided by the General Corporation
Law.
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7)
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STOCKHOLDER ACTION WITHOUT
MEETING
. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, the meeting and vote of stockholders may be dispensed
with if all of the stockholders who would have been entitled to vote upon
the action, if such meeting were held, shall consent in writing to such
corporate action being taken; or if less than all of said stockholders,
but not less than those having at least the minimum voting power required
to take corporate action under the provisions of the General Corporation
Law, shall consent in writing to such corporate action; provided that
prompt notice be given to all stockholders of the taking of such action
without a meeting and by less than unanimous written
consent.
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1)
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FUNCTIONS AND DEFINITION
. The
business of the Corporation shall be managed by the Board of Directors of
the Corporation. The use of the phrase "whole board" herein
refers to the total number of directors which the Corporation would have
if there were no vacancies.
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2)
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QUALIFICATIONS AND NUMBER
.
A
director need not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware. The number of directors
constituting the whole board shall be at least seven, except that, where
all the shares of stock of the Corporation are owned beneficially and of
record by less than three stockholders, the number of directors may be
less than three but not less than the number of such
stockholders. Subject to the foregoing limitation such number
may be fixed from time to time by action of the
directors.
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3)
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ELECTION AND TERM
. The first Board
of Directors, unless the members thereof shall have been named in the
Certificate of Incorporation, shall be elected by the incorporator or
incorporators and shall hold office until the first annual meeting of
stockholders and until their successors have been elected and qualified or
until their earlier resignation or removal. Any director may
resign at any time upon written notice to the
Corporation. Thereafter, directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until
the next annual meeting of stockholders and until their successors have
been elected and qualified or until their earlier resignation or
removal. In the interim between annual meetings of stockholders
or of special meetings of stockholders called for the election of
directors and/or for the removal of one or more directors and for the
filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including vacancies resulting
from the removal of directors for cause or without cause, may be filled by
the vote of a majority of the remaining directors then in office, although
less than a quorum, or by the sole remaining
director.
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4)
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MEETINGS
.
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a)
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TIME
. Meetings shall be held at
such time as the Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the directors
may conveniently assemble.
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b)
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PLACE
. Meetings shall be held at
such place within or without the State of Delaware as shall be fixed by
the Board.
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c)
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CALL
. No call shall be required for
regular meetings for which the time and place have been
fixed. Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any,
the Chief Executive Officer, the President, or a majority of the directors
in office.
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d)
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NOTICE OF ACTUAL OR CONSTRUCTIVE
WAIVER
. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the purpose
of the meeting. Any requirement of furnishing a notice shall be
waived by any director who signs a written waiver of such notice before or
after the time stated therein.
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e)
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QUORUM AND ACTION
.
A
majority of the whole Board shall constitute a quorum except when a
vacancy or vacancies prevents such majority, whereupon a majority of the
directors in office, but in no event less than one-third of the whole
Board, shall constitute a quorum. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as herein otherwise provided,
and except as otherwise provided by the General Corporation Law, the act
of the Board shall be the act by vote of a majority of the directors
present at a meeting, a quorum being present. The quorum and
voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these By-Laws which
govern a meeting of directors held to fill vacancies and newly created
directorships in the Board.
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f)
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CHAIRMAN OF THE MEETING
.
The
Chairman of the Board, if any and if present and acting, shall preside at
all meetings. Otherwise, the Vice Chairman of the Board, if any
and if present and acting, or the President, if present and acting, or any
other director chosen by the Board, shall preside.
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5)
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REMOVAL OF DIRECTORS
. Any or all of
the directors may be removed for cause or without cause by the
stockholders. One or more of the directors may be removed for
cause by the Board of Directors.
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6)
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COMMITTEES
. 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 two 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. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise the powers 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. In the absence or
disqualification of any member of any 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.
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7)
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ACTION IN WRITING
. Any action
required or permitted to be taken at any meeting of the Board of Directors
or 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.
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1)
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OFFICERS
. The directors shall elect
a Chief Executive Officer, a President, a Secretary, and a Treasurer, and
may elect a Chairman of the Board of Directors, a Vice Chairman thereof,
and one or more Vice Presidents, Controller, Assistant Secretaries, and
Assistant Treasurers, and may elect or appoint such other officers and
agents as are desired. The Chief Executive Officer may but need
not be a director. Any number of offices may be held by the
same person.
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2)
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TERM
. Unless otherwise provided in
the resolution of election or appointment, each officer shall hold office
until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor has been elected and
qualified.
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3)
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RESIGNATION
. A resignation shall be
in writing, addressed to the Chief Executive Officer, the President or the
Secretary and such resignation, unless otherwise stated therein, shall
take effect upon receipt thereof without acceptance.
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4)
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REMOVAL
. Officers may be removed at
any time, with or without cause, by the affirmative vote of a majority of
the Board of Directors.
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5)
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VACANCIES
. A vacancy in the office
of Chief Executive Officer, President, Secretary, or Treasurer shall be
filled for the unexpired portion of the term by the Board of
Directors. A vacancy in any other office may be filled in like
manner.
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6)
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CERTAIN POWERS
. Except as otherwise
provided by law or as specified by the Board of Directors, the Chief
Executive Officer, President, each Vice President, and the Treasurer shall
have power to sign contracts, instruments of conveyance, authorized bonds
and debentures, checks, drafts, notes, orders for the payment of money and
similar obligations, and other instruments for and on behalf of the
Corporation.
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7)
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CHIEF EXECUTIVE OFFICER
. The Chief
Executive Officer shall be the chief executive officer of the Corporation
and, subject to the Board of Directors, shall have general charge,
supervision, and direction of the affairs of the
Corporation. He shall preside at meetings of the
stockholders. He shall keep the Board of Directors fully
informed of the affairs of the Corporation and shall freely consult with
them concerning the affairs of the Corporation.
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8)
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PRESIDENT
. The President shall
serve as the chief operating officer of the Corporation and shall report
to the Chief Executive Officer. The President shall manage the
day to day operations of the Corporation and shall have authority to
perform such duties, including binding the Corporation, as may be assigned
to him in writing by the Board of Directors or the Chief Executive
Officer.
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9)
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VICE PRESIDENT
.
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a)
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The
Corporation shall have two types of Vice Presidents – Elected and
Appointed.
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b)
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The
Board of Directors shall elect one or more Vice Presidents who have such
authority and perform such duties, including binding the Corporation, as
may be assigned to him in writing by the Board of Directors or the Chief
Executive Officer. In the absence or disability of the Chief
Executive Officer (such disability to be determined and declared by the
Board of Directors), the President or an elected Vice President shall be
designated by the Board of Directors to perform the duties and functions
and exercise all powers of the Chief Executive
Officer.
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c)
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The
Chief Executive Officer shall have the power to appoint one or more Vice
Presidents who shall have no power to bind the Corporation, except to the
limited extent as assigned in writing by the Chief Executive
Officer. Such individuals shall confirm in writing their
limited authority.
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10)
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SECRETARY
. The Secretary shall
record all the proceedings of the meetings of the stockholders and
directors and of such committees of the Board of Directors as he may be
directed. He shall give or cause to be given all notices
required by law, the Certificate of Incorporation or these
By-Laws. He shall have custody of the seal of the Corporation
and shall affix the same to all papers which may require it. He
shall maintain the register of stockholders, the transfer books and stock
ledgers and shall supervise the preparation, issuance, transfer, and
cancellation of certificates of stock. He shall have charge of
such books and papers as the Board of Directors or the Chief Executive
Officer may require. In general, he shall perform all acts and
duties required by law or otherwise incident to the office of Secretary
and such other duties as may be assigned to him by the Board of Directors,
the Chief Executive Officer or the President.
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11)
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TREASURER
. The Treasurer shall have
custody of all funds and securities of the Corporation. He
shall cause to be made full and accurate entries of all cash receipts and
disbursements in the books of the Corporation, and he shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors. He shall have authority to receive and give receipts
for all moneys due and payable to the Corporation and from any source
whatsoever and to give full discharge for the same, and to endorse for
deposit on behalf of the Corporation all checks, drafts, notes, warrants,
orders and other papers requiring endorsement. In general, he
shall perform all acts and duties required by law or otherwise incident to
the office of the Treasurer, and such other duties as may be assigned to
him by the Board of Directors, the Chief Executive Officer or the
President. In the absence of a corporate controller, he shall
also assume the duties of that
office.
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12)
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CONTROLLER
. The Controller shall be
the principal accounting officer of the Corporation. He shall
have charge of all books and accounts relating to revenues and
expenditures. In general, he shall perform all the duties
incident to the office of principal accounting officer of the Corporation
and such other duties as may be assigned to him by the Board of Directors,
the Chief Executive Officer or the President.
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13)
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OTHER OFFICERS
. Assistant
Secretaries, Assistant Treasurers, Assistant Controllers, and other
officers shall have such powers and perform such duties as may be assigned
to them by the Board of Directors, the Chief Executive Officer, the
President, or their respective
superiors.
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