Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
Section 1. Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the stockholders for the election of
directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either within or without the
State of Delaware as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Annual meetings of stockholders, commencing with the year
1984, shall be held on the last Wednesday of April if not a legal holiday, and if a legal holiday,
then on the next secular day following at 3:30 p.m. (Chicago time), or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in the
-2-
notice of the meeting, at which the stockholders shall elect, by a plurality vote, a Board of
Directors and shall transact such other business as may properly be brought before the meeting.
Section 3. Notice of Annual Meeting. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than fifty days before the date of the meeting.
Section 4. List of Stockholders Entitled to Vote. 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 entitled to vote at the meeting, 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 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 of
the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special Meetings. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be
called by the president or secretary at the request in writing of a majority of the Board of
Directors or at the request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
-3-
Section 6. Notice of Special Meetings. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than fifty days before the date of the meeting,
to each stockholder entitled to vote at such meeting.
Section 7. Business at Special Meetings. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Section 8. Quorum. The holders of a majority of the stock issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business, except as otherwise
provided by statute or by the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as
originally notified. 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 9. Vote Necessary to Approve Action. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of statute, of the certificate of incorporation or
-4-
of these by-laws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.
Section 10. Voting of Shares. Each stockholder shall, at every meeting of the
stockholders, be entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.
Section 11. Action Without Meeting. Any action required to be taken, or which may be
taken, at any meeting of stockholders 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 all
of the stockholders who would be entitled to vote upon such action if a meeting were held.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The number of directors which shall constitute the
whole board shall be not less than three nor more than five. The first board shall consist of
three directors. Thereafter, within the limits above specified, the number of directors shall be
determined by resolution of the Board of Directors or by the stockholders at the annual meeting.
The directors shall be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies. 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
-5-
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. If, at the time of filling any vacancy
or any newly created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.
Section 3. General Power of Board of Directors. The business of the corporation
shall be managed by its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the certificate of incorporation
or by these by-laws directed or required to be exercised or done by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place of Meetings. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of Delaware.
Section 2. Regular Meetings. A regular meeting of each newly elected Board of
Directors shall be held immediately after, and at the same place as, the annual meeting of the
stockholders, without other notice than these by-laws. Other regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the board may be called by the
president on at least two days’ notice to each director, either personally or by mail or by
-6-
telegram. Special meetings shall be called by the president or secretary in like manner and
on like notice on the written request of two directors.
Section 4. Quorum and Voting. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the certificate of
incorporation or by these by-laws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
Section 5. Action Without a 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 6. Telephonic Attendance. 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.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. Designation and Powers. The Board of Directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each committee to consist
-7-
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,
shall have and may exercise all 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; provided, however, that 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 provided, further, that no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of
ownership and merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Section 2. Minutes of Meetings. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
ARTICLE VI
COMPENSATION OF DIRECTORS
The Board of Directors shall have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director from serving the
-8-
corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
ARTICLE VII
NOTICES
Section 1. By Mail or Telegram. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but such notice may be
given in writing, by mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall have been deposited in the United States mail. Notice to
directors may also be given by telegram.
Section 2. Waiver. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VIII
OFFICERS
Section 1. Number. The officers of the corporation shall be chosen by the Board of
Directors and shall be a president, a secretary and a treasurer. The Board of Directors may also
choose one or more vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate of incorporation or
these by-laws otherwise provide.
-9-
Section 2. Election. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, a secretary and a treasurer.
Section 3. Appointments. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the board.
Section 4. Compensation. The salaries of all officers and agents of the corporation
shall be fixed from time to time by the Board of Directors.
Section 5. Term and Vacancies. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed by the Board of
Directors may be removed at any time with or without cause, by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.
ARTICLE IX
DUTIES OF OFFICERS
Section 1. President. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the Board of Directors, shall
have general and active management of the business of the corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. He shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some other officer or
agent of the corporation.
-10-
Section 2. Vice-President. In the absence of the president or in the event of his
inability or refusal to act, the vice-president, if there be one (or in the event there be more
than one vice-president, the vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents, if any, shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
Section 3. Secretary. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of the meetings of
the corporation and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of Directors or president,
under whose supervision he shall be. He shall have custody of the corporate seal of the
corporation and he, or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 4. Assistant Secretary. The assistant secretary, if there be one, (or if
there be more than one, the assistant secretaries in the order determined by the Board of
Directors, or in the absence of any determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act, perform the duties
and exercise the
-11-
powers of the secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 5. Treasurer. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and 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 disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the president and the
Board of Directors, at its regular meetings, or when the Board of Directors so requires, 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 (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 6. Assistant Treasurer. The assistant treasurer, if there be one, (or if
there shall be more than one, the assistant treasurers in the order determined by the Board of
Directors, or if there be no such determination, then in the order of their election), shall, in
the absence of the treasurer or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
-12-
ARTICLE X
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1. Certificates. 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 president or a
vice-president and 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.
Section 2. Signatures. Any of or all the signatures on a certificate may be
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.
Section 3. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and (or) to give the
corporation a bond in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 4. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a
-13-
new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
ARTICLE XI
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 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.
ARTICLE XII
REGISTERED STOCKHOLDERS
The corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends and to vote as such owner and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
-14-
ARTICLE XIII
DIVIDENDS
Section 1. Declaration and Payment. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.
Section 2. Reserve Funds. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of the corporation,
and the directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE XIV
CHECKS
All checks or demands for money and notes of the corporation shall be signed by such officer
or officers or such other person or persons as the Board of Directors may from time to time
designate.
ARTICLE XV
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
-15-
ARTICLE XVI
SEAL
The corporate seal shall have inscribed thereon the name of the corporation, the year of its
organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XVII
AMENDMENTS
These by-laws may be altered, amended or repealed or new by-laws may be adopted by the
stockholders (by the affirmative vote of a majority of the stock issued and outstanding) or by the
Board of Directors (by the affirmative vote of a majority of its members) at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of the stockholders or of
the Board of Directors.