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This excerpt taken from the GIS 10-Q filed Dec 19, 2007. Amendment of By-Laws: All by-laws of the corporation shall be subject to alteration or repeal, and new by-laws may be made, either by the stockholders at an annual meeting or at any special meeting, provided notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting, or by the affirmative vote of a majority of the whole board of directors of the corporation at any regular meeting or at any special meeting of the board of directors, provided that notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting; and provided further that no by-law shall be adopted which shall be in conflict
with the provisions of the certificate of incorporation or any amendment thereto. By-laws made or altered by the stockholders or by the board of directors shall be subject to alteration or repeal either by the stockholders or by the board of directors; provided, however, that the board of directors shall have no power or authority to alter or repeal sub-section (b) of section 5 or sub-section (b) of section 11 of article II of these by-laws This excerpt taken from the GIS 10-Q filed Mar 30, 2007. SECTION 1. Amendment of By-Laws: All
by-laws of the corporation shall be subject to alteration or repeal, and new by-laws may be made, either by the stockholders at an annual meeting or at any special meeting, provided notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting, or by the affirmative vote of a majority of the whole board of directors of the corporation at any regular meeting or at any special meeting of the board of directors, provided that notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting; and provided further that no by-law shall be adopted which shall be in conflict with the provisions of the certificate of incorporation or any amendment thereto. By-laws made or altered by the stockholders or by
the board of directors shall be subject to alteration or repeal either by the stockholders or by the board of directors; provided,
however, that the board of directors shall have no power or authority to alter or repeal sub-section (b) of section 5 or
sub-section (b) of Section 11 of article II of these by-laws, respecting
eligibility of officers or employees of the corporation as members of the board of directors and of the executive committee of the
board or to make any alteration in sub-section (a) of section 5 or in sub-section (a) of section 11 of said article II which would
reduce the number composing the board of directors below twelve (12) or the number composing the executive committee below eight
(8); the sole right to make any such change being reserved to the stockholders. So long as any class or classes of stock or any
one or more series of any class or classes of stock which have a separate vote as such class or series for the election of
directors by such class or series shall be outstanding, no alteration, amendment, or repeal of the provisions of sections 2, 3, 4,
5 and 6 of article I, sections 1, 5, 8 and 9 of article II, section 7 of article VI, and article VII of these by-laws which
affects adversely the rights or preferences of any such outstanding class or series of stock shall be made without the consent or
affirmative vote of the holders of at least two-thirds (2/3) of each such class or series entitled to vote; provided, however,
that any increase or decrease in the number of directors set forth in the first sentence of sub-section (a) of section 5 of
article II shall not be deemed adversely to affect such rights or preferences.
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