RNOW » Topics » ARTICLE VII GENERAL PROVISIONS

This excerpt taken from the RNOW 8-K filed Jan 25, 2006.

ARTICLE VII
GENERAL PROVISIONS

Section 7.01.          Dividends.  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.  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 purposes 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.

Section 7.02.          Contracts and Checks.  Except as otherwise required by law, the certificate of incorporation or these bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the corporation by such officer or officers of the corporation as the board of directors may from time to time direct.  Such authority may be general or confined to specific instances as the board of directors may determine.  The chairman of the board, the chief executive officer, the chief financial officer, the president or any vice president may execute bonds, contracts, deeds, leases, checks, demands for money, notes and other instruments to be made or executed for or on behalf of the corporation.  Subject to any restrictions imposed by the board of directors or the chairman of the board, the chief executive officer, the chief financial officer, the president or any vice president of the corporation may

 

 

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delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 7.03.          Fiscal Year and Audits.  The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December of each year.  The accounts, books and records of the corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the board of directors, and it shall be the duty of the board of directors to cause such audit to be made annually.

Section 7.04.          Seal.  The Board of Directors may adopt a corporate seal having 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.

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