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HomeMy WebLinkAboutSigned Consent for Officers - SECO BylawsPAGE 1 secge/BYLAWS2b/040300 BYLAWS ) OF SECO DEVELOPMENT , INC. ARTICLE 1. OFFICES 1.1 REGISTERED OFFICE AND REGISTERED AGENT: The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the registered agent shall have a business office identical with such registered office. 1.2 OTHER OFFICES: The corporation may have such other offices, either within or without the State of Washington , as the Board of Directors may designate or as the business of the corporation may require . ARTICLE 2 . SHAREHOLDERS 2.1 ANNUAL MEET ING PLACE : All meetings of the shareholders shall be held at the registered office of the corporation or at such other place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting . 2.2 ANNUAL MEETING TIME : The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the last business day of April. If the election of directors is not held on the day designated for the annual meeting of the shareholders , or at any adjournment thereof , the election shall be held at a special meeting of the shareholders called as soon thereafter as practicable. 2.3 ANNUAL MEETING - ORDER OF BUSINESS : At the annual meeting of shareholders , the order of business shall be as follows : (a) Calling of the meeting to order. (b) Proof of notice of meeting (or filing waiver) . PAGE 2 secge/BYLAWS2b/040300 (c) Reading of minutes of last annual meeting. (d) Reports of officers. (e) Reports of committees . (f) Election of directors . (g) Miscellaneous business . 2.4 SPECIAL MEETINGS: Special meetings of the shareholders for any purpose may be called at any time by the President , Board of Directors, or the holders of not less than one-tenth of all shares entitled to vote at the meeting . 2 .5 NOTICE OF MEETING : The President or Board when calling an annual or special meeting of shareholders shall cause to be delivered to each shareholder entitled to vote at the meeting , either personally or by mail not less than ten nor more than fifty days before the meeting , written notice stating the place , day and hour of the meeting , and in the case of a special meeting , the purpose or purposes for which the meeting is called . 2.6 VOTING LISTS : The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order , with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. 2.7 ACTION BY SHAREHOLDERS WITHOU T A MEETING : Any action required or permitted to be taken at a shareholders ' meeting may be taken without a meeting if a written consent setting forth the action taken is signed by all shareholders entitled to vote with respect to the subject matter of such action . Any such consent shall be inserted in the minute book as if it were the minutes of a shareholders ' meeting. So long as there is only one shareholder in the corporation , anything executed by that shareholder on behalf of the corporation in any capacity shall, ipso facto, constitute shareholder approval of that act, irrespective of the capacity in which the shareholder shall have executed the item . 2.8 QUORUM: A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy , shall constitute a quorum at a shareholders ' meeting . The votes ) of the majority in interest of those present at any properly PAGE 3 secge/BYLAWS2b/040300 called meeting or adjourned meeting of shareholders at which a ) quorum as in this paragraph defined is present , shall be sufficient to transact business . If less than a majority of the outstanding shares are represented at a meeting , a majority of the shares so represented may adjourn the meeting from time to time without further notice . At any adjourned meeting at which a quorum is present or represented , any business may be transacted that might have been transacted at the meeting as originally notified . The shareholders present at a duly organized meeting may continue to transact business until adjournment , notwithstanding the withdrawal of enough shareholders to leave less than a quorum . 2 .9 PROXIES : At all shareholders ' meetings a shareholder may vote by proxy executed in writing by the shareholder or by his or her attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting . Unless otherwise provided in the proxy , a proxy shall be invalid after 11 months from the date of its execution. 2 .10 CLOSING OF TRANSFER BOOKS : For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders , or any adjournment thereof , or entitled to receive payment or any dividend , or in order to make a determination of shareholders for any other proper purpose , the Board of Directors may provide that the stock transfer books shall be closed for a stated period of not to exceed fifty days nor be less than ten days preceding such meeting. In lieu of closing the stock transfer books , the Board of Directors may fix in advance a record date for any such determinat ion of shareholders , such date to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken . If the stock transfer books are not closed and no record date is fixed for the determination of the shareholders entitled to notice of, or to vote at a meeting of shareholders , or shareholders entitled to receive payment of a dividend , the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted , as the case may be , shall be the record date for such determination of shareholders . 2.11 VOTING OF SHARES : Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders . PAGE 4 secge/BYLAWS2b/040300 2.12 CUMULATIVE VOTING : The right to cumulate votes in the election of directors shall exist with respect to shares of stock in this corporation. 2.13 VOTING SHARES BY CERTAIN HOLDERS : Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe , or, in the absence of such provision, as the Board of Directors of such corporation may determine . Shares held by an administrator , executor , guardian or conservator may be voted by him or her, either in person or by proxy , without transfer of such shares into his or her name . Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted y such receiver without the transfer thereof into his or her name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed . A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee , and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the corporation shall not be voted , directly or indirectly , at any meeting , and shall not be counted in determining the total number of outstanding shares at any given time . ARTICLE 3. BOARD OF DIRECTORS 3.1 NUMBER AND POWERS : The management of all the affairs , property and interest of the corporation shall be vested in a Board of Directors , consisting of up to three persons , who shall be elected for a term of one year, and shall hold office until their successors are elected and qualify , or they resign or are removed . Directors need not be shareholders or residents of the State of Wash ington . In addition to the powers and authorities expressly conferred upon it by these Bylaws and by the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders . 3.2 CHANGE OF NUMBER: The number of directors may at any time be increased or decreased by amendment of these Bylaws, but PAGE 5 secge/BYLAWS2b/040300 no decrease shall have the effect of shortening the term of any incumbent director. For all purposes of these Bylaws, the number of Directors elected , up to three in number , shall be the number of directors authorized. 3.3 REGULAR MEETINGS : A regular Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders . By resolution , the Board may provide the time and place either within or without the State of Washington for holding additional regular meetings without other notice than such resolution. 3.4 SPECIAL MEETINGS : Special Board meetings may be called by or at the request of the President or any director . The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board meet ing called by them . 3.5 NOTICE : Written notice of each special Board meeting shall be delivered personally , telegraphed or mailed to each director at his or her business address at least five days before the meeting. If such notice is mailed , it shall be deemed to be delivered when deposited in the United States mail properly addressed , with postage prepaid . Any director may at any time waive notice of any meeting . The attendance of a director at a meeting shall constitute a waiver of notice of such meeting , except where a director attends a meeting for the express purpose of objecting 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 Board need be specified in the notice or waiver of notice of such meeting . 3 .6 QUORUM : A majority of the directors shall constitute a quorum for the transaction of business at any Board meeting but , if less than such majority be present at a meeting , a majority of the directors present may adjourn the meeting from time to time without further notice. Members of the Board or any committee appointed by the Board may participate in a Board meeting or committee meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time , and participation by such means shall constitute presence in person at a meeting. PAGE 6 secge/BYLAWS2b/040300 3.7 MANNER OF ACTING : The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board . 3.8 8 VACANCIES : Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining directors , though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office . Any directorship to be filled by reason of an increase in the number of directors shall be filled by an election at any annual meeting or at a special shareholders ' meeting called for that purpose. 3.9 REMOVAL: At a meeting of shareholders called expressly for that purpose , one or more members of the Board (including the entire Board) may be removed, with or without cause , by a vote of the holders of a majority of the shares then entitled to vote on election of directors . If less than the entire Board is to be removed , no one of the Directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board . 3 .10 PRESUMPTION OF ASSENT : A director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his or her dissent is entered in the minutes of the meeting , he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or he or she forwards such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not dissent. 3.11 ACTION TAKEN BY DIRECTORS WITHOUT A MEETING: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the directors . Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. So long as there is only one director of the corporation , anything executed by that director on behalf of the corporation in any capacity shall, ipso facto, constitute approval of that act by the board of directors, irrespective of the capacity in which the director shall have executed the item. PAGE 7 secge/BYLAWS2b/040300 3.12 2 EXECUTIVE AND OTHER COMMITTEES : Standing or temporary committees may be appointed from its own number by the Board of Directors from time to time and the Board of Directors may from time to time invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by such Board. An Executive Committee may be appointed by resolution passed by a majority of the full Board of Directors . It shall have and exercise all of the authority of the Board of Directors , except in reference to amending the Articles of Incorporation , adopting a plan of merger of consolidation, recommending the sale, lease or exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than the usual and regular course of business , recommending a voluntary dissolution or a revocation thereof , or amending the Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation . The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors , or any member thereof, of any responsibility imposed by law. ARTICLE 4. OFFICERS 4.1 DESIGNATION AND NUMBER : The officers of the corporation shall be a President, Executive Vice-President (which office may be limited to one or more specific projects) one or more Vice-Presidents , a Secretary and a Treasurer , each of whom shall be elected by the Board . Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board . Any two or more offices may be held by the same person, except the offices of the President and Secretary . 4.2 ELECTION AND TERM OF OFFICE : The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the shareholders . If the election of officers is not held at such meeting , such election shall be held as soon thereafter as a Board meeting may conveniently be held. Each officer shall hold office until the next annual meeting and until his or her successor shall have been elected and qualified, unless he or she resigns or is removed. 4 .3 REMOVAL : Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, PAGE 8 secge/BYLAWS2b/040300 but such removal shall be without prejudice to the contract rights , if any, of the person so removed. 4.4 VACANCIES: A vacancy in any office because of death , resignation , removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term . 4.5 5 PRESIDENT: The President shall be the principal executive officer of the corporation and, subject to the Board's control, shall supervise and control all of the business and affairs of the corporation. When present, he or she shall preside over all Shareholders ' meetings and over all Board meetings. With the Secretary or other officer of the corporation authorized by the Board, he or she may sign certificates for shares of the corporation, deeds , mortgages, bonds , and contracts or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or is required by law to be otherwise signed or executed by some other officer or in some other manner. In general, he or she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time . 4.6 VICE-PRESIDENTS : In the absence of the President or in the event of his or her death , inability or refusal to act , the Vice-President who was first elected to such office 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 . Vice-Presidents shall perform such other duties as from time to time may be designated to them by the President or by the Board. The powers of Vice-Presidents, Executive or otherwise , may be limited to one or more specific projects , which limitation shall be contained in the election or appointment of that officer . 4.7 7 SECRETARY: The Secretary shall : (a) keep the minutes of the Shareholders ' and Board meetings in one or more books provided for that purpose ; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents , the execution of which on behalf of the corporation under its seal is duly authorized ; (d) keep a register of the post office address of each shareholder as furnished to the Secretary by each shareholder; PAGE 9 secge/BYLAWS2b/040300 (e) sign with the President , or a Vice-President , certificates for shares of the corporation , the issuance of which has been authorized by resolution of the Board ; (f) have general charge of the stock transfer books of the corporation ; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board . The duties, but not the responsibilities , may be delegated by the Secretary for administrative convenience . 4.8 8 TREASURER : If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine . He or she shall have charge and custody of and be responsible for all funds and securities of the corporation , receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these Bylaws , and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board . The duties , but not the responsibilities , may be delegated by the Treasurer for administrative convenience. 4.9 9 SALARIES : The salaries, bonuses and other benefits of the officers shall be fixed from time to time by the Board , and no officer shall be prevented from receiving such salary, bonus or benefit by reason of the fact that he or she is also a director of the corporation . 4.10 DELEGATION: In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or other person whom it may select. 4.11 BONDS: The Board of Directors may , by resolution , require any and all of the officers to give bonds to the corporation , with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors. ) PAGE 10 secge/BYLAWS2b/040300 4.12 OTHER OFFICERS : Directors may appoint such other officers and agents as it shall deem necessary or expedient , 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 of Directors . ARTICLE 5 . CONTRACTS , LOANS, CHECKS AND DEPOSITS 5.1 1 CONTRACTS : The Board may authorize any officer or officers , agent or agents , to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation , and such authority may be general or confined to specific instances . 5.2 2 LOANS: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by action by the Board, which may be general in nature, except that all loans from other than shareholders , directors , or related corporations must first be specifically authorized by resolution of the Board . 5.3 3 LOANS TO OFFICERS AND DIRECTORS: No loans shall be made by the corporation to its officers or directors, unless first approved by the holders of two-thirds of the shares, and no loans shall be made by the corporation secured by it shares . 5.4 4 CHECK , DRAFTS, ETC.: All checks, drafts or other orders for the payment of money , notes or other evidences of indebtedness issued in the name of the corporation , shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board . 5.5 DESPOSITS : All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board may select . ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 CERTIFICATES FOR SHARES: Certificates representing shares of the corporation shall be signed by the President or the Vice-President and by the Secretary and shall include on their face written notice of any restrictions which the Board may impose on the transferability of such shares . All certificates shall be consecutively numbered or otherwise identified. The name and address of the person to whom the PAGE 11 secge/BYLAWS2b/040300 shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates for a like number of shares shall have been surrendered and cancelled , except that in case of a lost, destroyed , or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. 6.2 TRANSFER OF SHARES : Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his or her legal representative , who will furnish proper evidence of authority to transfer, or by his or her attorney in fact authorized by power of attorney duly executed and filed with the Secretary of the corporation , and on surrender for cancellation of the certificates for such shares . The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.3 LIEN ON SHARES : The corporation shall have the first lien on all shares of its capital stock and upon all dividends declared upon the same for any indebtedness of the respective holders thereof to the corporation . 6.4 REGISTERED OWNER : Registered shareholders shall be treated by the corporation as the holders in fact of the stock standing in their respective names and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person , whether or not it shall have express or other notice thereof, except as expressly provided below or by the laws of the State of Washington . The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth : (a) The classification of shareholder who may certify ; (b) The purpose or purposes for which the certification may be made; (c) The form of certification and information to be contained therein; (d) If the certification is with respect to a record date or closing of the stock transfer books , the date within PAGE 12 secge/BYLAWS2b/040300 which the certification must be received by the corporation ; and (e) Such other provisions with respect to the procedure as are deemed necessary or desirable . Upon receipt by the corporation of a certification complying with the procedure , the persons specified in the certification shall be deemed , for the purpose or purposes set forth in the certification , to be the holders of record of the number of shares specified in place of the shareholder making the certification . 6.5 SHARES OF ANOTHER CORPORATION , AND INTERESTS IN PARTNERSHIP (LIMITED, OR LIMITED LIABILITY) AND LIMITED LIABILITY COMPANIES : Shares or interests in partnerships (limited or limited liability) or limited liability companies , domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors may determine or, in the absence of such determinat ion, by the President of the corporation . 6.6 BOARD OF DIRECTORS: The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of the capital stock of the corporation not inconsistent with the laws of the State of Washington and the Articles of Incorporation of the corporation , and these Bylaws, and subject to the rights of the stockholders or the corporation provided in the Articles of Incorporation to, from time to time, enter into such agreements as may seem expedient to them relating to the shares of stock held by them and limiting the transferability thereof. 6.7 SHAREHOLDERS' AGREEMETNS : The shareholders of this corporation may, from time to time, enter into such agreements as may seem expedient to them, relating to the shares of stock held by them and limiting the transferability thereof, and thereafter any transfer of said shares shall be made in accordance with the terms of such agreement ; provided , that before the actual transfer of said shares on the books of the corporation , written notice of such agreement shall be given by this corporation by filing a copy thereof with the Secretary of the corporation , and a reference to such agreement shall be stamped, written or printed on the certificates representing such shares . PAGE 13 secge/BYLAWS2b/040300 6.8 FRACTIONAL SHARES OR SCRIP: The corporation may, but shall not be obliged to, issue a certificate for a fractional share, which shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. In lieu of fractional shares, the Board of Directors may provide for the issuance of scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. ARTICLE 7. DIVIDENDS AND FINANCE 7.1 1 DIVDENDS : Dividends may be declared by the Board of Directors and paid by the corporation out of the unreserved and unrestricted earned surplus of the corporation , or out of the unreserved and unrestricted net earnings of the current fiscal year and the next preceding fiscal year, subject to the conditions and limitations imposed by the State of Washington. The stock transfer books may be closed for the payment of dividends during such periods of not exceeding fifty days, as from time to time may be fixed by the Board of Directors . The Board of Directors , however, without closing the books of the corporation , may declare dividends payable only to the holders of record at the close of business, on any business day not more than fifty days prior to the date on which the dividend is paid . 7.2 RESERVES: Before making any distribution of earned surplus, there may be set aside out of the earned surplus of the corporation such sum or sums as the directors from time to time in their absolute discretion deem expedient as a reserve fund to meeting contingencies , or for equalizing dividends , or for maintaining any property of the corporation, or for any other purpose, and any earned surplus of any year not distributed as dividends shall be deemed to have been thus set apart until otherwise disposed of by the Board of Directors . ARTICLE 8. FISCAL YEAR The fiscal year of the corporation shall be January 1 to December 31. ARTICLE 9. SEAL The corporation seal of this corporation shall be circular in form and contain the name of the corporation. ARTICLE 10. WAIVER OF NOTICE PAGE 14 secge/BYLAWS2b/040300 Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provision of the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE 11. INDEMNIFICATION 11.1 The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, trustee, officer, employee or agent of the corporation or of a predecessor corporation, or is or was serving at the request of the corporation or of a predecessor corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or her acted in good faith and in a manner he or her reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was lawful. 11.2 The corporation shall indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation or of a predecessor corporation as a director, trustee , officer, employee or agent of another corporation, PAGE 15 secge/BYLAWS2b/040300 partnership, joint venture, trust or other enterprise against expenses (including attorneys ' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect to any claim , issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper . 11.3 To the extent that a director, trustee , officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs 11.1 and 11.2, or in defense of any claim , issue or matter therein, he or she shall be indemnified against expenses (including attorneys ' fees) actually and reasonably incurred by him or her in connection therewith . 11.4 Any indemnification under paragraph 11.1 and 11.2 above (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the directors , trustee , officer , employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraphs 11.1 and 11.2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable , or even if obtainable, a quorum is not obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders. 11.5 Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in paragraph 11.4 upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section . PAGE 16 secge/BYLAWS2b/040300 11.6 The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled to under any law, bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent of the corporation. ARTICLE 12. AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board. Nothing herein shall deny the concurrent power of the shareholders to adopt, alter, amend or repeal Bylaws. ARTICLE 13. RULES OF ORDER The rules contained in the most recent edition of Robert 's Rules of Order, newly revised, shall govern all meetings of shareholders and directors except when those rules are inconsistent with the Articles of Incorporation, Bylaws or special rules of order of the corporation Adopted by the Board of Directo n a 1989. rist, President and Secretary