UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2007
Commission File Number
TOP TANKERS INC.
(Translation of registrant's name into English)
1, Vassilissis Sofias Meg. Alexandrou Str.
151 24 Maroussi
Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)7: ___
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Included in this Report on Form 6-K as Exhibit 99.1 is the amended and
restated by-laws of Top Tankers Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOP TANKERS INC.
Dated: March 9, 2007 By /s/ Stamatis N. Tsantanis
------------------------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer
EXHIBIT 99.1
TOP TANKERS INC.
AMENDED AND RESTATED BY - LAWS
ARTICLE I
OFFICES
The principal place of business of the Corporation shall be at such place
or places as the Directors shall from time to time determine. The Corporation
may also have an office or offices at such other places within or without the
Marshall Islands as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting: The annual meeting of shareholders of the
Corporation shall be held on such day and at such time and place within or
without the Marshall Islands as the Board of Directors may determine for the
purpose of electing Directors and of transacting such other business as may
properly be brought before the meeting.
Section 2. Nature of Business at Annual Meetings of Shareholders:No
business may be transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof); (b) otherwise properly brought before the annual
meeting by or at the direction of the Board (or any duly authorized committee
thereof); or (c) otherwise properly brought before the annual meeting by any
shareholder of the Corporation (i) who is a shareholder of record on the date of
the giving of the notice provided for in Section 2 of this Article II and has
remained a shareholder of record through the record date for the determination
of shareholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in Section 2 of this Article II.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation (the "Secretary").
To be timely a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than one-hundred twenty (120) days nor more than one-hundred eighty (180)
days prior to the one year anniversary of the immediately preceding annual
meeting of shareholders. In no event shall the public disclosure of any
adjournment of an annual meeting of the shareholders commence a new time period
for the giving of the shareholder's notice described herein. To the extent,
however, these Amended and Restated by-laws are adopted less than one-hundred
twenty (120) days prior to the anniversary date of the annual meeting of
shareholders, then for the annual meeting of shareholders to be held in 2007
only, such notice may be delivered not more than twenty (20) days subsequent to
adoption hereof.
To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such shareholder along with such
shareholder's tax identification number, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such shareholder, (iv) a description of all arrangements or
understandings between such shareholder and any other person or persons
(including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business and
(v) a representation that such shareholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting. In
addition, notwithstanding anything in Section 2 of this Article II to the
contrary, a shareholder intending to nominate one or more persons for election
as a Director at an annual meeting must comply with Article III Section 3 of
these Amended and Restated By-laws for such nomination or nominations to be
properly brought before such meeting.
No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in Section 2 of this Article II; provided, however, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in Section 2 of this Article II shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman of an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman of the meeting
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
Section 3. Special Meeting: Special meetings of shareholders, unless
otherwise prescribed by law, may be called for any purpose or purposes at any
time by the order of the Board of Directors. No other person or persons are
permitted to call a special meeting. No business may be conducted at the special
meeting other than business brought before the meeting by the Board. Such
meetings shall be held at such place and on a date and at such time as may be
designated in the notice thereof by the officer of the Corporation designated by
the Board of Directors to deliver the notice of such meeting. The business
transacted at any special meeting shall be limited to the purposes stated in the
notice.
Section 4. Notice of Meetings: Notice of every annual and special meeting
of shareholders, other than any meeting the giving of notice of which is
otherwise prescribed by law, stating the date, time, place and purpose thereof,
and in the case of special meetings, the name of the person or persons at whose
direction the notice is being issued, shall be given personally or sent by mail,
telefax, telegraph, cablegram, telex, or teleprinter at least fifteen but not
more than sixty days before such meeting, to each shareholder of record entitled
to vote thereat and to each shareholder of record who, by reason of any action
proposed at such meeting would be entitled to have his shares appraised if such
action were taken, and the notice shall include a statement of that purpose and
to that effect. If mailed, notice shall be deemed to have been given when
deposited in the mail, directed to the shareholder at his address as the same
appears on the record of shareholders of the Corporation or at such address as
to which the shareholder has given notice to the Secretary. Notice of a meeting
need not be given to any shareholder who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting prior to the conclusion thereof the lack of notice to him. If the
Corporation shall issue any class of bearer shares, notice for all meetings
shall be given in the manner proved in the Articles of Incorporation.
Section 5. Quorum: At all meetings of shareholders, except as otherwise
expressly provided by law, there must be present either in person or by proxy
shareholders holding at least a majority of the shares issued and outstanding
and entitled to vote at such meetings in order to constitute a quorum is
present, a majority of those shares present either in person or by proxy shall
have power to adjourn any meeting until a quorum shall be present.
Section 6. Voting: If a quorum is present, and except as otherwise
expressly provided by law, the affirmative vote of a majority of the shares of
stock represented at the meeting shall be the act of the shareholders. At any
meeting of shareholders each shareholder entitled to vote any shares on any
matter to be voted upon as such meeting shall be entitled to one vote on such
matter for each such share, and may exercise such voting right either in person
or by proxy. Any action required to be permitted to be taken at a meeting, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
Section 7. Fixing of Record Date: The Board of Directors may fix a time not
more than sixty nor less than fifteen days prior to the date of any meeting of
shareholders, or more than sixty days prior to the last day on which the consent
or dissent of shareholders may be expressed for any purpose without a meeting,
as the time as of which shareholders entitled to notice of and to vote at such a
meeting or whose consent or dissent is required or maybe expressed for any
purpose, as the case may be, shall be determined, and all persons who were
holders of record of voting shares at such time and no others shall be entitled
to notice of and to vote at such meeting or to express their consent or dissent,
as the case may be. The Board of Directors may fix a time not exceeding sixty
days preceding the date fixed for the payment of any dividend, the making of any
distribution, the allotment of any rights or the taking of any other action, as
a record time for the determination of the shareholders entitled to receive any
such dividend, distribution, or allotment or for the purpose of such other
action.
ARTICLE III
DIRECTORS
Section 1. Number: The number of directors constituting the entire Board of
Directors shall be not less than one nor more than twelve, as fixed from time to
time by the vote of not less than 66 2/3% of the entire Board of Directors;
provided, however, that the number of directors shall not be reduced so as to
shorten the term of any director at the time in office. The Directors need not
be residents of the Marshall Islands nor shareholders of the Corporation.
Corporations may, to the extent permitted by law, be elected Directors.
Section 2. How Elected: The Board of Directors shall be divided into three
classes, as nearly equal in number as the then total number of directors
constituting the entire Board of Directors permits, with the term of office of
one or another of the three classes expiring each year. The directors elected at
an annual meeting of shareholders to succeed those whose terms then expire shall
be identified as being directors of the same class as the directors whom they
succeed, and each of them shall hold office until the third succeeding annual
meeting of shareholders and until such director's successor is elected and has
qualified. Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election. Cumulative voting, as defined in Division 7, Section 71(2) of the BCA,
shall not be used to elect directors.
Section 3. Nomination of Directors: Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election to the Board
may be made at any annual meeting of shareholders (a) by or at the direction of
the Board (or any duly authorized committee thereof) or (b) by any shareholders
of the Corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for in Section 3 of this Article III and on the record
date for the determination of shareholder entitled to vote at such meeting and
(ii) who complies with the notice procedures set forth in Section 3 of this
Article III.
In addition to any other applicable requirements, for a nomination to be
made by a shareholder, such shareholder must have given timely notice thereof in
proper written form to the Secretary.
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than one-hundred twenty (120) days nor more than one-hundred eighty (180)
days prior to the anniversary date of the immediately preceding annual meeting
of shareholders. To the extent, however, these Amended and Restated by-laws are
adopted less than one-hundred twenty (120) days prior to the anniversary date of
the annual meeting of shareholders, then for the annual meeting of shareholders
to be held in 2007 only, such notice may be delivered not more than twenty (20)
days subsequent to adoption hereof.
To be in proper written form, a shareholder's notice to the Secretary must
set forth; (a) as to each person whom the shareholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder applicable to issuers that are not
foreign private issuers and (b) as to the shareholder giving the notice (i) the
name and record address of such shareholder along with such shareholder's tax
identification number, (ii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially and of record by such
shareholder, (iii) a description of all arrangements or understandings between
such shareholder and each proposed nominee and any other person and persons
(including their names) pursuant to which the nomination(s) are to be made by
such shareholder, (iv) a representation that such shareholder intends to appear
in person or by proxy at the meeting to nominate the person or persons named in
its notice and (v) any other information relating to such shareholder that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in Section 3 of
this Article III. If the Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.
Section 4. Removal: Notwithstanding the fact that some lesser percentage
may be specified by law, the Articles of Incorporation or the By-laws of the
Corporation, any director or the entire Board of Directors of the Corporation
may be removed at any time, but only for cause and only by the affirmative vote
of the holders of 80% or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the shareholders called for
that purpose. Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more series of preferred stock shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the provisions of this Section 4 of this Article III shall not
apply with respect to the director or directors elected by such holders of
preferred stock.
No proposal by a shareholder to remove a director shall be voted upon at a
meeting of the shareholders unless such shareholder has given timely notice
thereof in proper written form to the Secretary. To be timely, a shareholder's
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred and
twenty (120) days nor more than one hundred eighty (180) days prior to the
anniversary date of the immediately preceding annual meeting of the
shareholders. To the extent, however, these Amended and Restated by-laws are
adopted less than one-hundred twenty (120) days prior to the anniversary date of
the annual meeting of shareholders, then for the annual meeting of shareholders
to be held in 2007 only, such notice may be delivered not more than twenty (20)
days subsequent to adoption hereof. To be in proper written form, a
shareholder's notice must set forth: (a) a statement of the grounds, if any, on
which such director is proposed to be removed, (b) evidence reasonably
satisfactory to the Secretary, of such shareholder's status as such and of the
number of shares of each class of capital stock of the Corporation beneficially
owned by such shareholder, and (c) a list of the names and addresses of other
shareholders of the Corporation, if any, with whom such shareholder is acting in
concert, and the number of shares of each class of capital stock of the
Corporation beneficially owned by each such shareholder.
No shareholder proposal to remove a director shall be voted upon at an
annual meeting of the shareholders unless proposed in accordance with the
procedures set forth in Section 4 of this Article III. If the Chairman of the
meeting determines, based on the facts, that a shareholder proposal to remove a
director was not made in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that a proposal to remove a director of the
Corporation was not made in accordance with the procedures prescribed by these
Amended and Restated By-laws, and such defective proposal shall be disregarded.
Section 5. Vacancies: Any vacancies in the Board of Directors for any
reason, and any created directorships resulting from any increase in the number
of directors, may be filled by the vote of not less than 66 2/3% of the members
of the Board of Directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of the class for
which such directors shall have been chosen and until their successors shall be
elected and qualified. No decrease in the number of directors shall shorten the
term of any incumbent director.
Section 6. Regular Meetings: Regular meetings of the Board of Directors may
be held at such time and place as may be determined by resolution of the Board
of Directors and no notice shall be required for any regular meeting. Except as
otherwise provided by law, any business may be transacted at any regular
meeting.
Section 7. Special Meetings: Special meetings of the Board of Directors
may, unless otherwise prescribed by law, be called from time to time by the
President, or any officer of the Corporation who is also a Director. The
President or the Secretary shall call a special meeting of the Board upon
written request directed to either of them by any two Directors stating the
time, place, and purpose of such special meetings of the Board shall be held on
a date and at such time and at such place as may be designated in the notice
thereof by the officer calling the meeting.
Section 8. Notice of Special Meetings: Notice of the date, time and place
of each special meeting of the Board of Directors shall be given to each
Director at least forty-eight hours prior to such meeting, unless the notice is
given orally or delivered in person, in which case it shall be given at least
twenty-four hours prior to such meeting. For the purpose of this section, notice
shall be deemed to be duly given to a Director if given to him personally
(including by telephone) or if such notice be delivered to such Director by
mail, telegraph, telefax, cablegram, telex, or teleprinter to his last known
address. Notice of a meeting need not be given to any Director who submits a
signed waiver of notice, whether before or after the meeting or who attends the
meeting without protesting, prior to the conclusion thereof, the lack of notice
to him.
Section 9. Quorum: A majority of the Directors at the time of office,
present in person or by proxy or by communication equipment, shall constitute a
quorum for the transaction of business.
Section 10. Voting: The vote of the majority of the Directors, present in
person or by proxy, in communication by telefax or conference telephone, at a
meeting at which a quorum is present shall be the act of the Directors. Any
action required or permitted to be taken at a meeting may be taken without a
meeting if all members of the Board consent thereto in writing.
Section 11. Compensation of Directors and Members of Committees: The Board
may from time to time, in its discretion, fix the amounts which shall be payable
to members of the Board of Directors and to members of any committee, for
attendance at the meetings of the Board or of such committee and for services
rendered to the Corporation.
Section 12. Indemnification. Any person who is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another partnership, joint venture, trust or other
enterprise shall be entitled to be indemnified by the Corporation upon the same
terms, under the same conditions, and to the same extent as authorized by
Section 60 of the Business Corporation Act of the Republic of The Marshall
Islands, if he acted in good faith and in a manner he 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
conduct was unlawful.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee and Other Committees: The Board of Directors
may, by resolution or resolutions passed by a majority of the entire Board,
designate from among its members an executive committee to consist of one or
more of the Directors of the Corporation, which, to the extent provided in said
resolution or resolutions, or in these By-Laws, shall have and may exercise, to
the extent permitted by law, the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. In addition, the Board of Directors may, by resolution or
resolutions passed by a majority of the entire Board designate from among its
members other committees to consist of one or more of the Directors of the
Corporation, each of which shall perform such function and have such authority
and powers as shall be delegated to it by said resolutions or as provided for in
these By-Laws, except that only the executive committee may have and exercise
the powers of the Board of Directors. Members of the executive committee and any
other committee shall hold office for such period as may be prescribed by the
vote of a majority of the entire Board of Directors. Vacancies in membership of
such committees shall be filled by vote of the board of Directors. Committees
may adopt their own rules of procedure and may meet at stated times or on such
notice as they may determine. Each committee shall keep a record of its
proceedings and report the same to the Board when requested.
ARTICLE V
OFFICERS
Section 1. Number of Designation: The Board of Directors shall appoint a
President, Secretary and Treasurer or such other officers with such duties as it
may deem necessary. Officers may be of any nationality, need not be residents of
the Marshall Islands and may be, but are not required to be, Directors. Officers
of the corporation shall be natural persons except the secretary may be a
corporate entity. Any two or more offices may be held by the same natural
person.
The officers shall be appointed annually by the Board of Directors at its
first meeting following the annual election of Directors, but in the event of
the failure of the Board to so appoint any officer, such officer may be
appointed at any subsequent meeting of the Board of Directors. The salaries of
the officers and any other compensation paid to them shall be fixed from time to
time by the Board of Directors. The Board of Directors may at any meeting
appoint additional officers. Each officer shall hold office until the first
meeting of the Board of Directors following the next annual election of
Directors and until his successor shall have been duly appointed and qualified,
except in the event of the earlier termination of his term of office, through
death, resignation, removal or otherwise. Any officer may be removed by the
Board at any time with or without cause. Any vacancy in an office may be filled
for the unexpired portion of the term of such office by the Board of Directors
at any regular or special meeting.
Section 2. President: The President shall be the chief executive officer of
the Corporation and shall have general management of the affairs of the
Corporation together with the powers and duties usually incident to the office
of President, except as specifically limited by appropriate written resolution
of the Board of Directors and shall have such other powers and perform such
other duties as may be assigned to him by the Board of Directors. The President
shall preside at all meetings of shareholders at which he is present and, if he
is a Director, at all meetings of the Directors.
Section 3. Treasurer: The Treasurer shall have general supervision over the
case and custody of the fund, securities, and other valuable effects of the
Corporation and shall deposit the same or cause the same to be deposited in the
name of the Corporation in such depositories as the Board of Directors may
designate, shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, shall have supervision over the accounts of all receipts and
disbursements of the Corporation, shall, whenever required by the Board, render
or cause to be rendered financial statements of the Corporation, shall have the
power and perform the duties usually incident to the office of Treasurer, and
shall have such powers and perform such other duties as may be assigned to him
by the Board of Directors or President.
Section 4. Secretary: The Secretary shall act as Secretary of all meetings
of the shareholders and of the Board of Directors at which he is present, shall
have supervision over the giving and serving of notices of the Corporation,
shall be the custodian of the corporate records and of the corporate seal of the
Corporation, shall be empowered to affix the corporate seal to those documents,
the execution of which, on behalf of the Corporation under its seal, is duly
authorised and when so affixed may attest the same, and shall exercise the
powers and perform such other duties as may be assigned to him by the Board of
Directors or the President. If the Secretary is a corporation, the duties of the
Secretary may be carried out by any authorised representative of such
corporation.
Section 5. Other Officers: Officers other than those treated in Section 2
through 4 of this Article shall exercise such powers and perform such duties as
may be assigned to them by the Board of Directors or the President.
Section 6. Bond: The Board of Directors shall have power to the extent
permitted by law, to require any officer, agent or employee of the Corporation
to give bond for the faithful discharge of his duties in such form and with such
surety or sureties as the Board of Directors may deem advisable.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. Form and Issuance: The shares of the Corporation shall be
represented by certificates in a form meeting the requirements of law and
approved by the Board of Directors. Certificates shall be signed by the
President or a Vice President, and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasure. These signatures may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or its employee. Shares may also be
represented in uncertified form, and, specifically, the Corporation may issue
shares to be represented in any manner permitted or required by the rules of the
stock exchange on which the Corporation may be listed.
Section 2. Transfer: The Board of Directors shall have power and authority
to make such rules and regulations as they may deem expedient concerning the
issuance, registration and transfer of shares of the Corporation's stock, and
may appoint transfer agents and registrars thereof.
Section 3. Loss of Stock Certificates: The Board of Directors may direct a
new certificate or certificates of stock to be issued in place of any
certificate of certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorising such issue of a new certificate
of certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.
ARTICLE VII
DIVIDENDS
Section 1. Declaration and Form: Dividends may be declared in conformity
with law by, and at the discretion of, the Board of Directors at any regular or
special meeting. Dividends may be declared and paid in cash, stock, or other
property of the Corporation.
ARTICLE VIII
CORPORATE SEAL
Section 1. The seal of the Corporation, if any, shall be circular in form,
with the name of the Corporation in the circumference and such other appropriate
legend as the Board of Directors may from time to time determine.
ARTICLE IX
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall be such period of
twelve consecutive months as the Board of Directors may be resolution designate.
ARTICLE X
AMENDMENTS
The Board of Directors of the Corporation is expressly authorized to
make, alter or repeal by-laws of the Corporation by a vote of not less than a
majority of the entire Board of Directors; provided however, that the Board of
Directors of the Corporation is expressly authorized to make, alter or repeal
Article II, Sections 2 and 3 and Article III, Sections 1 2, 3, 4 and 5 of these
by-laws only by a vote of not less than 66 2/3% of the entire Board of
Directors. Shareholders may not make additional by-laws and may not alter or
repeal any by-law. Notwithstanding any other provisions of the Articles of
Incorporation or the by-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, the Articles of
Incorporation or the by-laws of the Corporation), the affirmative vote of the
holders of 80% or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) shall be required to amend, alter, change or
repeal this Article X.
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