Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 76 364K
Issuer
2: EX-1.1 Underwriting Agreement 48 205K
3: EX-3.1 Restated Certificate of Incorpoation 5 21K
4: EX-3.2 By-Laws of the Company 9 43K
5: EX-4.2 Warrant Agreement 21 74K
6: EX-5.1 Correspondence 1 9K
7: EX-10.1 Stock Option Plan 9 41K
15: EX-10.10 Letter of Intent 1 8K
8: EX-10.2 Employment Agreement 6 22K
9: EX-10.3 Employment Agreement 6 22K
10: EX-10.4 Employment Agreement 6 22K
11: EX-10.5 Material Contract 2 11K
12: EX-10.6 Lease Agreement 3 14K
13: EX-10.8 Exclusive Output Agreement 3 13K
14: EX-10.9 Promissory Note 2 11K
16: EX-11.1 Supplemental Net Loss Per Share Computation 1 8K
17: EX-23.1 Consent of Independent Public Accountants 1 8K
B Y - L A W S
of
RONNYBROOK FARM DAIRY, INC.
ARTICLE I
OFFICES
Section 1. Principal Office - The principal office of the Corporation
shall be as set forth in its Certificate of Incorporation.
Section 2. Additional Offices - The Corporation may have such additional
offices at such other place within or without the State of New York as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
SHAREHOLDERS' MEETING
Section 1. Annual Meeting - An annual meeting of shareholders shall be
held on the second Thursday in June in each year (or if said day shall be a
legal holiday, then the next succeeding business day) at the time and place
(either within or without the State of New York) as shall be fixed by the Board
of Directors and specified in the notice of meeting for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting.
Section 2. Special Meeting - A special meeting of shareholders may be
called at any time by the President and shall be called by the President at the
request in writing of a majority of the Board of Directors then in office or at
the request in writing filed with the Secretary by the holders of a majority of
the issued and outstanding shares of the capital stock of the Corporation
entitled to vote at such meeting. Any such request shall state the purpose or
purposes of the proposed meeting. Special meetings shall be held at such time
and place (either within or without the State of New York) as shall be specified
in the notice thereof. Business transacted at any special meeting of
shareholders shall be confined to the purposes set forth in the notice thereof.
Section 3. Notice of Meetings - Written notice of the time, and place and
purpose of every meeting of shareholders (and, if other than an annual meeting,
indicating the person or persons at whose discretion the meeting is being
convoked), shall be given by the President, a Vice-President or by the Secretary
to each shareholder of record entitled to vote at such meeting and to each
shareholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such action were taken, not less than
ten nor more than fifty days prior to the date set for the meeting, either
personally or by mailing said notice by first class mail to each shareholder at
his address appearing on the stock book of the Corporation or at such other
address supplied by him in writing to the Secretary of the Corporation for the
purpose of receiving notice. Notice by mail shall be deemed to be given when
deposited, postage prepaid, in a post office or official depository under the
exclusive care and custody of the United States Post Office Department. The
record date for determining the shareholders entitled to such notice shall be
determined by the Board of Directors in accordance with Section 6 of ARTICLE
SIXTH of these By-Laws.
If the directors shall adopt, amend or repeal a by-law regulating an
impending election of directors, the notice of the next meeting of shareholders
for the election of directors shall set forth the by-law so adopted, amended or
repealed together with a concise statement of the
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changes made as required by Section 601(b) of the Business Corporation Law. If
any action is proposed to be taken which would, if taken, entitle shareholders
to receive payment for their shares, the notice of meeting shall include a
statement to such effect.
A written waiver of notice setting forth the purposes of the meeting for
which notice is waived, signed by the person or persons entitled to such notice,
whether before or after the time of the meeting stated therein, shall be deemed
equivalent to the giving of such notice. The attendance by a shareholder at a
meeting either in person or by proxy without protesting the lack of notice
thereof shall constitute a waiver of notice of such shareholder.
All notice given with respect to an original meeting shall extend to any
and all adjournments thereof and such business as might have been transacted at
the original meeting may be transacted at any adjournment thereof; no notice of
any adjourned meeting need be given if an announcement of the time and place of
the adjourned meeting is made at the original meeting.
Section 4. Quorum - The holders of a majority of the shares of stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at all
meetings of shareholders for the transaction of business except as otherwise
provided by statute or the Certificate of Incorporation. If, however, a quorum
shall not be present or represented at any meeting of shareholders, the
shareholders 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. When a quorum is once present to organize a
meeting, such quorum is not deemed broken by the subsequent withdrawal of any
shareholders.
Section 5. Voting - Every shareholder entitled to vote at any meeting
shall be entitled to one vote for each share of stock entitled to vote and held
by him of record on the date fixed as the record date for said meeting and may
so vote in person or by proxy. At all elections of directors when a quorum is
present, a plurality of the votes cast by the holders of shares entitled to vote
shall elect and any other corporate action, when a quorum is present, shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote thereon except as may otherwise be provided by statute or the Certificate
of Incorporation.
Section 6. Proxies - Every proxy must be signed by the shareholder
entitled to vote or by his duly authorized attorney-in-fact and shall be valid
only if filed with the Secretary of the Corporation or with the Secretary of the
meeting prior to the commencement of voting on the matter in regard to which
said proxy is to be voted. No proxy shall be valid after the expiration of
eleven months from the date of its execution unless otherwise expressly provided
in the proxy. Every proxy shall be revocable at the pleasure of the person
executing it except as otherwise provided by Section 609 of the Business
Corporation Law. Unless the proxy by its terms provides for a specific
revocation date and except as otherwise provided by statute, revocation of a
proxy shall not be effective unless and until such revocation is executed in
writing by the shareholder who executed such proxy and the revocation is filed
with the Secretary of the Corporation or with the Secretary of the Meeting prior
to the voting of the proxy.
Section 7. Shareholders' List - A list of shareholders as of the record
date, certified by the Secretary of the Corporation or by a transfer agent
appointed by the Board of Directors shall be prepared for every meeting of
shareholders and shall be produced by the Secretary or some other officer of the
Corporation thereat.
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Section 8. Inspectors at Meetings - In advance of any shareholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting or at any adjournment thereof and if not so appointed the person
presiding at any such meeting may, and at the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors. Each inspector,
before entering upon the discharge of his duties as set forth in Section 611 of
the Business Corporation Law, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability.
Section 9. Conduct of Meeting - All meetings of shareholders shall be
presided over by the President, or if he is not present, by a Vice-President, or
if neither the President nor any Vice-President is present, by a chairman
thereby chosen by the shareholders at the meeting. 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 the Assistant Secretary is
present, the chairman of the meeting shall appoint any person present to act as
secretary of the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Function and Definition - The business and property of the
Corporation shall be managed by its Board of Directors who may exercise all the
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 shareholders.
Section 2. Number and Qualification - The number of directors constituting
the entire Board shall be not less than one nor more than nine, as may be fixed
by resolution of the Board of Directors or by the shareholders entitled to vote
for the election of directors, provided that any such action of the Board shall
require the vote of a majority of the entire Board and, provided further, that
the number of directors constituting the entire Board shall not be less than
three unless all the shares of capital stock of the Corporation are owned
beneficially and of record by less than three shareholders, in which event the
number of directors may be less than three but not less than the number of such
shareholders. The phrase "entire Board" as used herein means the total number of
directors which the Corporation would have if there were no vacancies. Unless
and until a different number shall be so fixed within the limits above
specified, the Board shall consist of three directors. The term of any incumbent
director shall not be shortened by any such action by the Board of Directors or
by the shareholders.
Each director shall be at least twenty-one years of age. A director need
not be a shareholder, a citizen of the United States or a resident of the State
of New York.
Section 3. Election Term and Vacancies - Except as otherwise provided in
this Section, all directors shall be elected at the annual meeting of
shareholders and all directors who are so elected or who are elected in the
interim to fill vacancies and newly created directorships, shall hold office
until the next annual meeting of shareholders and until their respective
successors have been elected and qualified.
In the interim between annual meetings of shareholders, newly-created
directorships resulting from an increase in the number of directors or from
vacancies occurring in the Board, but not, except as hereinafter provided, in
the case of a vacancy occurring by reason of removal of a director by the
shareholders, may be filled by the vote of a majority of the directors, then
remaining in office, although less than a quorum may exist.
In the case of a vacancy occurring in the Board of Directors by reason of
the removal of one or more directors by action of the shareholders, such vacancy
may be filled by the shareholders at a special meeting duly called for such
purpose.
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In the event a vacancy is not filled by such election by shareholders,
whether or not the vacancy resulted from the removal of a director with or
without cause, a majority of the directors then remaining in office, although
less than a quorum, may fill any such vacancy.
Section 4. Removal - The Board of Directors may, at any time, with cause,
remove any director.
The shareholders entitled to vote for the election of directors may, at
any time, remove any or all of the directors with cause.
Section 5. 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, immediately following the
annual meeting of shareholders, at the same place at which such shareholders'
meeting is held.
Regular meetings of the Board of Directors shall be held at such time and
place, within or outside the State of New York, as may be fixed by resolution of
the Board, and when so fixed, no further notice thereof need be given. Regular
meetings not fixed by resolution of the Board may be held on notice at such time
and place as shall be determined by the Board.
Special meetings of the Board of Directors may be called on notice at any
time by the President, and shall be called by the President at the written
request of a majority of the directors then in office.
Section 6. Notice of Meetings - 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. Notice
need not be given to any director or to any member of a committee of directors
who submits a written waiver of notice signed by him before or after the time
stated therein. Attendance of any such person at a meeting shall constitute a
waiver of notice of such meeting, except when he 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 directors need be specified in any written
waiver of notice.
Section 7. Conduct of Meetings - The President, if present, shall preside
at all meetings of directors. At all meetings at which the President is not
present any other director chosen by the Board shall preside.
Section 8. Quorum, Adjournment, Voting - Except as otherwise provided by
the Certificate of Incorporation, a majority of the entire Board shall be
requisite and shall constitute a quorum at all meetings of the Board of
Directors for the transaction of business. Where a vacancy or vacancies prevents
such majority, a majority of the directors then in office shall constitute a
quorum.
A majority of the directors present at any meeting, whether or not a
quorum is present, may adjourn the meeting to another time and place without
further notice other than an announcement at the meeting.
Except as otherwise provided by the Certificate of Incorporation, when a
quorum is present at any meeting, a majority of the directors present shall
decide any questions brought before such meeting and the act of such majority
shall be the act of the Board.
Section 9. Action Without Meeting - Any action required or permitted to be
taken by the Board of Directors or of any committee thereof may be taken without
a meeting if all members of the Board of Directors or of any committee thereof
consent in writing to the adoption of a resolution authorizing the action.
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Any one or more members of the Board of Directors or of any committee
thereof may participate in a meeting of said Board or of any such committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time, and
participation by such means shall constitute presence in person at the meeting.
Section 10. Compensation of Directors - Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
any meeting of the Board of Directors or of any committee thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving reasonable compensation
therefor.
Section 11. Committees - The Board of Directors, by resolution of a
majority of the entire Board, may designate from among its members one or more
committees, each consisting of three or more directors, and each of which, to
the extent provided in such resolution, shall have all the authority of the
Board except that no such committee shall have authority as to any of the
following matters:
(a) the submission to stockholders of any action as to which stockholders'
authorization or approval is required by statute, the Certificate of
Incorporation or by these By-Laws;
(b) the filing of vacancies in the Board of Directors or in any committee
thereof;
(c) the fixing of compensation of the directors for serving on the Board
or on any committee thereof;
(d) the amendment or repeal of these By-Laws or the adoption of new
By-Laws; and
(e) the amendment or repeal of any resolution of the Board of Directors
which by its terms shall not be so amendable or repealable.
The Board may designate one or more directors as alternate members of any
such committee who may replace any absent member or members at any meeting of
such committee.
Each such committee shall serve at the pleasure of the Board. The Board of
Directors shall have the power at any time to fill vacancies in, to change the
membership of, or to discharge any such committee. Committees shall keep minutes
of their proceedings and shall report the same to the Board of Directors at the
meeting of the Board next succeeding, and any action by the committee shall be
subject to revision and alteration by the Board of Directors, provided that no
rights of a third party shall be affected in any such revision or alteration.
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ARTICLE IV
OFFICES
Section 1. Executive Officers - The Officers of the Corporation shall be a
President, one or more Vice-Presidents, a Treasurer and a Secretary and such
Assistant Treasurers and Assistant Secretaries and other officers as the Board
of Directors may determine. Any two or more offices may be held by the same
person, except the offices of President and Secretary, unless all of the issued
and outstanding shares of capital stock of the Corporation are owned by one
person, in which event such person may hold all or any combination of offices.
Section 2. Election - The President, one or more Vice-Presidents, the
Treasurer and Secretary shall be elected by the Board of Directors to hold
office until the meeting of the Board held immediately following the next annual
meeting of shareholders and shall hold office for the term for which elected and
until their successors have been elected and qualified. The Board of Directors
may from time to time appoint all such other officers as it may determine and
such officers shall hold office from the time of their appointment and
qualifications until the time at which their successors are appointed and
qualified. A vacancy in any office arising from any cause may be filled for the
unexpired portion of the term by the Board of Directors.
Section 3. Removal - Any officer may be removed from office by the Board
at any time with or without cause.
Section 4. Delegation of Powers - The Board of Directors may from time to
time delegate the power or duties of any officer of the Corporation, in the
event of his absence or failure to act otherwise, to any other officer or
director or person whom they may select.
Section 5. Compensation - The compensation of each officer shall be such
as the Board of Directors may from time to time determine.
Section 6. Chief Executive Officer - The Board of Directors shall
designate the President as the chief executive officer of the Corporation who
shall have general charge of the business and affairs of the Corporation,
subject, however, to the right of the Board of Directors to confer specified
powers on officers and subject generally to the direction of the Board.
Unless otherwise ordered by the Board of Directors, the Chief Executive
Officer, or in the event of his inability to act, any other officer designated
by the Board, shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meetings of security holders of
corporations in which the Corporation may hold securities, and at such meetings
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities, and which, as the owner thereof, the Corporation
might have possessed and exercised, if present. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.
Section 7. President The President, if not designated as Chief Executive
Officer, shall have such duties as the Board may prescribe.
Section 8. Vice-President - The Vice-President shall have such powers and
perform such duties as the Board of Directors may from time to time prescribe.
In the absence or inability of the Chief Executive Officer to perform his duties
or exercise his powers, the Vice-President or, if there be more than one, a
Vice-President designated by the Board, shall exercise the powers and perform
the duties of the President subject to the direction of the Board of Directors.
Section 9. Secretary - The Secretary shall keep the minutes of all
meetings and record all votes of shareholders, the Board of Directors and
committees in a book to be kept for that
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purpose. He shall give or cause to be given any required notice of meetings of
shareholders, the Board of Directors or any committee, and shall be responsible
for preparing or obtaining from a transfer agent appointed by the Board, the
list of shareholders required by Article II, Section 7 thereof. He shall be the
custodian of the seal of the Corporation and shall affix or cause to be affixed
the seal to any instrument requiring it and attest the same and exercise the
powers and perform the duties incident to the office of Secretary subject to the
direction of the Board of Directors.
Section 10. Treasurer - Subject to the direction of the Board of
Directors, the Treasurer shall have charge of the general supervision of the
funds and securities of the Corporation and the books of account of the
Corporation and shall exercise the powers and perform the duties incident to the
office of the Treasurer. If required by the Board of Directors, he shall give to
the Corporation a bond in such sum and with such sureties as may be satisfactory
to the Board of Directors for the faithful discharge of his duties.
Section 11. Other Officers - All other officers, if any, shall have such
authority and shall perform such duties as may be specified from time to time by
the Board of Directors.
ARTICLE V
RESIGNATIONS
Any director or officer of the Corporation or any member of any committee
of the Board of Directors of the Corporation, may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if the time
is not specified therein, upon the receipt thereof, irrespective of whether any
such resignation shall have been accepted.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates - Each shareholder shall be entitled to a
certificate or certificates in such form as prescribed by the Business
Corporation Law and by any other applicable statutes, which Certificate shall
represent and certify the number, kind and class of shares owned by him in the
Corporation. The Certificates shall be numbered and registered in the order in
which they are issued and upon issuance the name in which each Certificate has
been issued together with the number of shares represented thereby and the date
of issuance shall be entered in the stock book of the Corporation by the
Secretary or by the transfer agent of the Corporation. Each certificate shall be
signed by the President or a Vice-President and countersigned by the Secretary
or Assistant Secretary and shall be sealed with the Corporate Seal or a
facsimile thereof. The signature of the officers upon a certificate may also be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or an employee of the
Corporation. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before the
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at the time of its
issue.
Section 2. Consideration - A certificate representing shares shall not be
issued until the full amount of consideration therefor has been paid to the
Corporation, except if otherwise permitted by Section 504 of the Business
Corporation Law.
Section 3. Lost 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,
mutilated, stolen or destroyed, upon the making of an affidavit of that fact by
the person so claiming and upon delivery to the Corporation, if the Board of
Directors shall so require, of a bond in such form and with such surety or
sureties as
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the Board may direct, sufficient in amount to indemnify the Corporation and its
transfer agent against any claim which may be made against it or them on account
of the alleged loss, destruction, theft or mutilation of any such certificate or
the issuance of any such new certificate.
Section 4. Fractional Share Interests - The Corporation may issue
certificates for fractions of a share where necessary to effect transactions
authorized by the Business Corporation Law; or it may pay in cash the fair
market value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may issue scrip 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 shall not entitle the holder to any rights of a shareholder
except as therein provided.
Section 5. Share Transfers - Upon compliance with provisions restricting
the transferability of shares, if any, transfers of shares of the Corporation
shall be made only on the share record of the Corporation by the registered
holder thereof, or by his duly authorized attorney, upon the surrender of the
certificate or certificates for such shares properly endorsed with payment of
all taxes thereon.
Section 6. Record Date for Shareholders - For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof or to express consent or dissent from any proposal
without a meeting, or for the purpose of determining the shareholders entitled
to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty nor less than ten days before the date of any meeting nor
more than fifty days prior to any action taken without a meeting, the payment of
any dividend or the allotment of any rights, or any other action. When a
determination of shareholders of record entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date under this Section for the adjourned meeting.
Section 7. Shareholders of Record - The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share 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 the State of New York.
ARTICLE VII
STATUTORY NOTICES
The Board of Directors may appoint the Treasurer or any other officer of
the Corporation to cause to be prepared and furnished to shareholders entitled
thereto any special financial notice and/or statement which may be required by
Sections 510, 511, 515, 516, 517, 519 and 520 of the Business Corporation Law or
by any other applicable statute.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change from time to time, by the Board of Directors.
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ARTICLE IX
CORPORATE SEAL
The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words "Corporate Seal" and
"New York" and shall be in such form and contain such other words and/or figures
as the Board of Directors shall determine. The Corporate seal may be used by
printing, engraving, lithographing, stamping or otherwise making, placing or
affixing, or causing to be printed, engraved, lithographed, stamped or otherwise
made, placed or affixed, upon any paper or document, by any process whatsoever,
an impression, facsimile or other reproduction of said Corporate seal.
ARTICLE X
BOOKS AND RECORDS
There shall be maintained at the principal office of the Corporation books
of account of all the Corporation's business and transactions.
There shall be maintained at the principal office of the corporation or at
the office of the Corporation's transfer agent a record containing the names and
addresses of all shareholders, the number and class of shares held by such and
the dates when they respectively became the owners of record thereof.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS
Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he, his
testator or intestate, then is or was a director, officer, employee or agent of
the Corporation, or then serves or has served any other corporation in any
capacity at the request of the Corporation, shall be indemnified by the
Corporation against reasonable expenses, judgments, fines and amounts actually
and necessarily incurred in connection with the defense of such action or
proceeding or in connection with an appeal therein, to the fullest extent
permissible by the laws of the State of New York. Such right of indemnification
shall not be deemed exclusive of any other rights to which such person may be
entitled.
ARTICLE XII
AMENDMENTS
The shareholders entitled at the time to vote in the election of directors
and the Board of Directors by vote of a majority of the entire Board, shall have
the power to amend or repeal these By-Laws and to adopt new By-Laws, provided,
however, that any by-law adopted, amended or repealed by the Board of Directors
may be amended or repealed by the shareholders entitled to vote thereon as
herein provided.
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