BY-LAWS

                                OF

                         NASB FINANCIAL, INC.

                       (A Missouri Corporation)

 

 

ARTICLE I      Offices and Records

ARTICLE II     Corporate Seal

ARTICLE  III   Shareholders

ARTICLE  IV    Directors

ARTICLE  V     officers

ARTICLE  VI    Shares of Stock

ARTICLE  VII   Indemnification

ARTICLE  VIII  General Provisions

 

ARTICLE I Offices and Records

 

Section 1. Registered Office and Registered Agent.  The location

of the registered office and the name of the registered agent of the

corporation in the State of Missouri shall be determined from time to

time by the Board of Directors and shall be on file in the appropriate

office of the State of Missouri pursuant to applicable provisions of

law.

 

Section 2. Corporate offices.  The corporation may have such

corporate offices, anywhere within and without the State of Missouri

as the Board of Directors from time to time may appoint, or the

business of the corporation may require.  The "principal place of

business" or "principal business" or "executive office or offices" of

the corporation may be fixed and so designated from time to time by

the Board of Directors, but the location or residence of the

corporation in Missouri shall be deemed for all purposes to be in the

county in which its registered office in Missouri is maintained.

 

        Section 3. Records.  The corporation shall keep at its registered

office in Missouri, at its principal place of business, or at the

office of its transfer agent in Missouri, original or duplicate books

in which shall be recorded the number of its shares subscribed, the

names of the owners of its shares, the numbers owned of record by them

respectively, the amount of shares paid, and by whom, the transfer of

said shares with the date of transfer, the amount of its assets and

liabilities, and the names and places of residence of its officers,

and from time to time such other or additional records, statements,

lists, and information as may be required by law, including the

shareholder lists mentioned in these By-laws.

 

Section 4. Inspection of Records.  A shareholder, if he is

entitled and demands to inspect the records of the corporation

pursuant to any statutory or other legal right, shall be privileged to

inspect such records only during the usual and customary hours of

business and in such manner as will not unduly interfere with the

regular conduct of the business of the corporation.  In order to

exercise this right of examination, a shareholder must make written

demand upon the corporation, stating with particularity the records

sought to be examined and the purpose therefor.  A shareholder may

delegate his right of inspection to his representative on the

condition that, if the representative is not an attorney, the

shareholder and representative agree with the corporation to furnish

to the corporation, promptly as completed or made, a true and correct

copy of each report with respect to such inspection made by such

representative.  No shareholder shall use or permit to be used or

acquiesce in the use by others of any information so obtained, to the

detriment competitively of the corporation, nor shall he furnish or

permit to be furnished any information so obtained to any competitor

or prospective competitor of the corporation.

 

The corporation may, as a condition precedent to any shareholder's

inspection of the records of the corporation, require the shareholder

to indemnify the corporation against any loss or damage which may be

suffered by it arising out of or resulting from any unauthorized

disclosure made or permitted to be made by such shareholder or any

representative or financial advisor of the shareholder of information

obtained in the course of such inspection.  The corporation may, as a

further condition precedent to any shareholder's inspection of the

records of the corporation, also require the shareholder to execute

and deliver to the corporation a confidentiality agreement in which

the shareholder: (i) acknowledges that the corporation is engaged in a

highly competitive economic environment, that the nonpublic records of

the corporation are secret and confidential, and that the corporation

would suffer material adverse financial consequences if competitors or

other entities with which the corporation does business should gain

access to nonpublic information contained in the records of the

corporation; (ii) agrees that he will not, directly or indirectly,

without the corporation's prior written consent, disclose any

nonpublic information obtained from the records of the corporation to

any party other than the shareholder's representative or personal

financial advisor; and (iii) agrees to instruct his representative and

any personal financial advisor not to disclose, directly or

indirectly, without the corporation's prior written consent, any such

nonpublic information received and that no applicable professional-

client privileges shall be waived.  The corporation may also require

any representative or personal financial advisor of a shareholder to

sign a confidentiality agreement containing substantially the

provisions described above as a condition precedent to inspection of

the records of the corporation.  As used herein, "nonpublic"

information is all information other than: (a) that which the

corporation has filed with a governmental agency and which (i) was not

designated as confidential, secret, proprietary, or the like and (ii)

is generally open to public inspection in accordance with applicable

laws, rules, and regulations; and (b)that which the corporation has

released to the press or other media for general publication.

 

 

ARTICLE II Corporate Seal

 

Section 1. Corporate Seal.  The corporate seal, if any, shall have

inscribed thereon the name of the corporation and the words: Corporate

Seal--Missouri.  Said seal may be used by causing it or a facsimile

thereof to be impressed or affixed or in any manner reproduced.

 

 

ARTICLE III Shareholders

 

Section 1. Place of Meetings.  All meetings of the shareholders

shall be held at the principal business office of the corporation,

except such meetings as the Board of Directors to the extent

permissible by law expressly determines shall be held elsewhere, in

which case such meetings may be held, upon notice thereof as herein

provided, at such other place or places, within or without the State

of Missouri, as said Board of Directors shall determine and as shall

be stated in such notice; and, unless specifically prohibited by law,

any meeting may be held at any place and time, and for any purpose if

consented to in writing by all of the shareholders entitled to vote

thereat.

 

Section 2. Annual Meeting.  An annual meeting of shareholders

shall be held on the fourth Tuesday in January of each year, if not a

legal holiday, and if a legal holiday then on the next business day

following, at 10:00 a.m. local time when the shareholders shall elect

directors to succeed those whose terms expire and transact such other

business as may properly be brought before the meeting.

 

Section 3. Special Meetings.  Special meetings of the shareholders

may be called by the Chairman of the Board, the President, the

Executive Vice President or by the Board of Directors, and shall be

held on such date and at such time as he or they shall fix.

 

The holders of not less than one-third (1/3) of all of the issued

and outstanding shares of capital stock of the corporation entitled to

vote for the election of directors may also call a special meeting of

the shareholders in accordance with the following procedures.  Upon

receipt by the Secretary of the corporation of a written demand for a

special meeting signed by the holders of record of the requisite

number of shares of capital stock entitled to vote which demand sets

forth (a) the specific purpose or purposes for which the meeting is to

be called, (b) the names and current addresses of all shareholders

joining in the written demand, and (c) the number of shares of capital

stock of the corporation that each such shareholder holds, the Board

of Directors shall, within twenty (20) days after receipt of said

written demand, set a place, date, hour, and record date for said

special meeting, and shall direct the Chairman of the Board, the

President, or the Secretary of the corporation to give notice of said

special meeting to the shareholders of the corporation in the manner

provided for in this Article.

 

Section 4. Action in Lieu of Meeting.  Any action required to be

taken at a meeting of the shareholders or any other action which may

be taken at a meeting of the shareholders may be taken without a

meeting if consents in writing setting forth the action so taken shall

be signed by all of the shareholders entitled to vote with respect to

the subject matter thereof.

 

Section 5. Notice of Meetings.  Written or printed 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,

shall be given not less than ten nor more than seventy days before the

date of the meeting, either personally or by mail, by or at the

direction of the Board of Directors, the Chairman of the Board, the

President, or the Secretary, to each shareholder of record entitled to

vote at such meeting. if mailed, such notice shall be deemed to be

delivered when deposited in the United States mail in a sealed

envelope addressed to the shareholder at his address as it appears on

the records of the corporation, with postage thereon prepaid.

 

Section 6. Presiding Officials.  Every meeting of the

shareholders for whatever object, shall be convened (in the order

shown, unless otherwise determined by resolution of the Board of

Directors) by the Chairman of the Board, or by the President, or by

the officer who called the meeting by notice as above provided; but it

shall be presided over by the officers specified elsewhere in these

By-laws.

 

Section 7. Waiver of Notice.  Whenever any notice is required to

be given under the provisions of these By-laws, the Articles of

Incorporation of the corporation, or any law, a waiver thereof in

writing signed by the person or persons entitled to such notice,

whether before, at, or after the time stated therein, shall be deemed

the equivalent of the giving of such notice.  To the extent provided

by law, attendance at any meeting shall constitute a waiver of notice

of such meeting.

 

Section 8. Business Transacted at Annual Meetings.  At each

annual meeting of the shareholders, the shareholders shall elect a

Board of Directors to hold office until the next succeeding annual

meeting, or, in the case of a classified Board of Directors, the

shareholders shall elect Directors to fill those director positions

the terms of which are set to expire at that annual meeting of

shareholders; and they may transact such other business as may be

desired, whether or not the same was specified in the notice of the

meeting, unless the consideration of such other business without its

having been specified in the notice of the meeting as one of the

purposes thereof is prohibited by law.

 

Section 9. Business Transacted at Special Meetings.  Business

transacted at all special meetings of the shareholders shall be

confined to the purposes stated in the notice of such meetings, unless

the transaction of other business is consented to by the holders of

all of the outstanding shares of stock of the corporation entitled to

vote thereat.

 

Section 10.  Quorum.  Except as may be otherwise provided by law

or by the Articles of Incorporation, the holders of a majority of the

voting shares issued and outstanding and entitled to vote for the

election of directors, whether present in person or by proxy, shall

constitute a quorum for the transaction of business at all meetings of

the shareholders.  Every decision of a majority in amount of shares of

such quorum shall be valid as a corporate act, except in those

specific instances in which a larger vote is required by law, by these

By-laws, or by the Articles of Incorporation.  If, however, such

quorum should not be present at any meeting, the shareholders present

and entitled to vote shall have the power successively to adjourn the

meeting, without notice other than announcement at the meeting, to a

specified date not longer than ninety days after such adjournment.  At

any such adjourned meeting at which a quorum is present any business

may be transacted which might have been transacted at the meeting of

which the shareholders were originally notified.  However, if the

adjournment is for more than thirty days, or if after the adjournment

a new record date is fixed for the adjourned meeting, notice of the

adjourned meeting shall be given in the manner otherwise provided

herein to each shareholder of record entitled to vote at such

adjourned meeting.  Withdrawal of shareholders from any meeting shall

not cause the failure of a duly constituted quorum at such meeting.

 

Section 11. Proxies.  At any meeting of the shareholders every

shareholder having the right to vote shall be entitled to vote in

person, or by vesting another person with authority to exercise the

voting power of any or all of his stock by executing in writing any

voting trust agreement, proxy, or any other type of appointment form

or agreement, except as may be expressly limited by law or by the

Articles of Incorporation.  Any copy, facsimile telecommunication, or

other reliable reproduction of any writing referred to in this Section

may be used in lieu of the original writing for any and all purposes

for which the original writing could be used, provided that such copy,

facsimile telecommunication, or other reproduction shall be a complete

reproduction of the entire original writing. No proxy shall be valid

after eleven months from the date of its execution, unless otherwise

provided in the proxy.

 

        Section 12. Voting.  Each shareholder shall have one vote (or such

other number of votes as may be specifically provided) for each share

of stock entitled to vote under the provisions of the Articles of

Incorporation which is registered in his name on the books of the

corporation; but in the election of directors, cumulative voting shall

prevail; that is to say, each shareholder shall have the right to cast

as many votes in the aggregate as shall equal the number of voting

shares so held by him, multiplied by the number of directors to be

elected at such election, and he may cast the whole number of such

votes for any one or more candidates. Directors shall not be elected

in any other manner, unless such cumulative voting be unanimously

waived by all shareholders present, in person or by proxy, and such

waiver is permitted by law.  All other matters, except as required by

law or the Articles of Incorporation, shall be determined by a

majority of the votes cast.  Any shareholder who is in attendance at a

meeting of the shareholders either in person or by proxy, but who

abstains from voting on any matter, shall not be deemed present or

represented at such meeting for purposes of the preceding sentence

with respect to such vote, but shall be deemed present or represented

for all other purposes.

 

The rights and powers of the holders of any class or series of

preferred stock with respect to the election of directors shall be

only as may be duly designated with respect to such class or series

and as is consistent with the provisions of the Articles of

Incorporation.

 

        No person shall be permitted to vote any shares of the

corporation's stock belonging to the Corporation.

 

Shares standing in the name of another corporation, domestic or

foreign, may be voted by such officer, agent, or proxy as the by-laws

of such corporation may prescribe, or, in the absence of such

provision, as the board of directors of such corporation may

determine.

 

Shares standing in the name of a deceased person may be voted by

his personal representative either in person or by proxy.  Shares

standing in the name of a conservator or trustee may be voted by such

fiduciary, either in person or by proxy, but no conservator or trustee

shall be entitled as such fiduciary to vote shares held by him without

transfer of such shares into his name.

 

Shares standing in the name of a receiver, and shares held by or

under the control of a receiver may be voted by such receiver without

the transfer thereof into his name if authority to do so is 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 transferred.

 

Shares standing in the names of two or more persons shall be

voted or represented in accordance with the vote or consent of a

majority of the persons in whose names the shares are registered.  If

only one such person is present in person or by proxy, he may vote all

of the shares, and all of the shares standing in the names of such

persons shall be deemed represented for purposes of determining a

quorum.  The foregoing provisions shall also apply to shares held by

two or more personal representatives, trustees, or other fiduciaries

unless the instrument or order appointing them otherwise directs.

 

Section 13.  Registered Shareholders.  The corporation shall be

entitled to treat the holder of any share or shares of stock of the

corporation, as recorded on the stock record or transfer books of the

corporation, as the holder of record and as the holder and owner in

fact thereof and, accordingly, shall not be required to recognize any

equitable or other claim to or interest in such share (s) on the part

of any other person, firm, partnership, corporation or association,

whether or not the corporation shall have express or other notice

thereof, save as is otherwise expressly required by law, and the term

"shareholder" as used in these By-laws means one who is a holder of

record of shares of the corporation.

 

Section 14. Shareholders Lists.  A complete list of the

shareholders entitled to vote at each meeting of the shareholders,

arranged in alphabetical order, with the address of, and the number of

voting shares held by each, shall be prepared by the officer of the

corporation having charge of the stock transfer books of the

corporation, and shall for a period of ten days prior to the meeting

be kept on file in the registered office of the corporation in

Missouri, and shall at any time during the usual hours for business be

subject to inspection by any shareholder.  A similar or duplicate list

shall also be produced and kept open for the inspection of any

shareholder during the whole time of the meeting.  The original share

ledger or transfer book, or a duplicate thereof kept in the State of

Missouri, shall be prima facie evidence as to who are shareholders

entitled to examine such list, ledger, or transfer book or to vote at

any meeting of shareholders. Failure to comply with the foregoing

shall not affect the validity of any action taken at any such meeting.

 

        Section 15. Removal of Directors.   Except as  otherwise provided

in the Articles of Incorporation or by law, the shareholders shall

have the power by an affirmative vote of a majority of the outstanding

shares then entitled to vote for the election of directors at any

regular meeting or special meeting expressly called for that purpose,

to remove any director from office.  Such meeting shall be held at any

place prescribed by law or at any other place which may, under law,

permissibly be, and which is, designated in the notice of the special

meeting. if cumulative voting applies to the election of directors, no

one of the directors may be removed if the votes cast against his

removal would be sufficient to elect him if then cumulatively voted at

an election of the entire Board of Directors.

 

Section 16.  Nomination of Directors.  Nominations of persons for

election to the Board of Directors of the corporation at a meeting of

the shareholders may be made by or at the direction of the Board of

Directors or may be made at a meeting of shareholders by any

shareholder of the corporation entitled to vote for the election of

directors at the meeting who complies with the procedures set forth in

this Section.  Such nominations, other than those made by or at the

direction of the Board, shall be made by delivering timely notice in

writing to the Secretary of the corporation.  To be timely, a

shareholder's notice shall be delivered to or mailed and received at

the principal office of the corporation not less than one hundred

twenty days nor more than one hundred eighty days prior to the

anniversary of the previous year's Annual Meeting of Shareholders.  To

be valid, such shareholder's notice to the Secretary shall set forth:

(a) as to each person whom the shareholder proposes to nominate for

election or re-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 number of shares of

stock of the corporation that are beneficially owned by the person,

and (iv) any other information relating to the person that is required

to be disclosed in solicitations for proxies for election of directors

pursuant to applicable federal and state securities laws, provided,

however, that nothing in this Section is intended to create or imply

any obligation on the part of the corporation to include within the

corporation's proxy solicitation materials, if any, any materials or

information regarding persons nominated for election to the Board of

Directors by shareholders of the corporation; and (b) as to the

shareholder giving notice (i) the name and record address of the

shareholder and (ii) the number of shares of stock of the corporation

that are beneficially owned by the shareholder.  The corporation may

require any proposed nominee to furnish such other information as may

be reasonably required by the Board of Directors to determine the

eligibility of such proposed nominee to serve as a director of the

corporation.  No person shall be eligible for election as a director

of the corporation at a meeting of the shareholders unless nominated

in accordance with the procedures set forth herein.  The chairman of

the meeting shall, if the facts warrant, determine and declare that a

nomination was not made in accordance with the foregoing procedure, in

which case the defective nomination shall be disregarded.

 

 

ARTICLE IV Directors

 

Section 1. Qualifications and Number.  Each director shall be a

natural person who is at least eighteen years of age. A director need

not be a shareholder, a citizen of the United States, or a resident of

the State of Missouri unless required by law or the Articles of

Incorporation.

 

Unless and until changed, the number of directors to constitute

the full Board of Directors shall be the same number as is provided

for the first Board in the Articles of Incorporation.  The Board of

Directors, if, to the extent, and in such manner as may be permitted

by the Articles of Incorporation and by law, shall have the power to

change the number of directors, in which case any notice required by

law of any such change shall be duly given.  If the power to change

these by-law provisions concerning the number of directors is not

granted to the Board of Directors, such power shall be exercised by

such vote of the shareholders entitled to vote as may be required in

the Articles of Incorporation; and if no specific vote of the

shareholders is required, then by a majority of the shareholders then

entitled to vote.

 

Section 2. Classification of the Board.  The board of directors

shall be divided into three equal, or nearly equal, classes with each

of the classes serving staggered three year terms as further set forth

herein.  Upon the initial election of Directors of the corporation,

the Board of Directors shall, at its next regular meeting or at a

special meeting at which a quorum is present and voting, designate

three (3) classes of directors.  Each class shall be as nearly equal

in number as may be, and shall be designated respectively Class 1,

Class 2, and Class 3.

 

By resolution adopted by majority vote, each director shall be

designated as a member of any one of Class 1, Class 2, or Class 3,

thereby effecting the initial designation of directors.  The directors

initially designated as Class 1 directors shall serve an initial term

of one year, measured from the time of their most recent election by

the shareholders, and thereafter Class 1 directors shall hold office

for a term of three years.  The directors initially designated as

Class 2 directors shall serve an initial term of two years, measured

from the time of their most recent election by the shareholders, and

thereafter Class 2 directors shall hold office for a term of three

years.  The directors initially designated as Class 3 directors shall

serve an initial term of three years, measured from the time of their

most recent election by the shareholders, and thereafter Class 3

directors shall hold office for a term of three years.

 

At the first annual meeting of shareholders held after the time

when the Board of Directors has acted to initially designate the

members of the Board of Directors as Class 1, Class 2, and Class 3,

and every third year thereafter, the shareholders of the corporation

shall elect Class 1 directors, and the term of office of each shall be

for three years.  At the second annual meeting of shareholders held

after the time when the Board of Directors has acted to so designate

the members of the Board of Directors into classes, and every third

year thereafter, the shareholders of the corporation shall elect Class

2 directors, and the term of office of each shall be three years.  At

the third annual meeting of shareholders held after the time when the

Board of Directors has acted to so designate the members of the Board

of Directors into classes, and every third year thereafter, the

shareholders of the corporation shall elect Class 3 directors, and the

term of office of each shall be for three years.

 

Section 3. Powers of the Board.  The property and business of the

Corporation shall be managed by the directors, acting as a Board.  The

Board shall have and is vested with all and unlimited powers and

authorities, except as may be expressly limited by law, the Articles

of Incorporation, or by these By-laws, to do or cause to be done any

and all lawful things for and on behalf of the corporation (including,

without limitation, the declaration of dividends on the outstanding

shares of the corporation and the payment thereof in cash, property or

shares), and to exercise or cause to be exercised any or all of its

powers, privileges and franchises, and to seek the effectuation of its

objects and purposes.

 

Section 4. Annual Meeting of the Board, Notice.  Any continuing

members and the newly elected members of the Board shall meet: (i)

immediately following the conclusion of the annual meeting of the

shareholders for the purpose of electing officers and for such other

purposes as may come before the meeting, and the time and place of

such meeting shall be announced at the annual meeting of the

shareholders by the chairman of such meeting, and no other notice to

any continuing or the newly elected directors shall be necessary in

order to legally constitute the meeting, provided a quorum of the

directors shall be present; or (ii) if no meeting immediately

following the annual meeting of shareholders is announced, at such

time and place, either within or without the State of Missouri, as may

be suggested or provided for by resolution of the shareholders at

their annual meeting and no other notice of such meeting shall be

necessary to the newly elected directors in order to legally

constitute the meeting, provided a quorum of the directors shall be

present; or (iii) if not so suggested or provided for by resolution of

the shareholders or if a quorum of the directors shall not be present,

at such time and place as may be consented to in writing by a majority

of any continuing and the newly elected directors, provided that

written or printed notice of such meeting shall be given to each of

any continuing and the newly elected directors in the same manner as

provided in these By-laws with respect to the notice for special

meetings of the Board, except that it shall not be necessary to state

the purpose of the meeting in such notice; or (iv) regardless of

whether or not the time and place of such meeting shall be suggested

or provided for by resolution of the shareholders at the annual

meeting, at such time and place as may be consented to in writing by

all of any continuing and the newly elected directors.  Each director,

upon his election, shall qualify by accepting the office of director,

and his attendance at, or his written approval of the minutes of, any

meeting of the newly elected directors shall constitute his acceptance

of such office; or he may execute such acceptance by a separate

writing, which shall be placed in the minute book.

 

Section 5.          Section 5.  Regular Meetings, Notice.  Regular meetings of the

Board may be held at such times and places either within or without

the State of Missouri as shall from time to time be fixed by

resolution adopted by a majority of the full Board of Directors.  No

notice of any regular meeting need be given other than by announcement

at the immediately preceding regular meeting and communicated in

writing to all absent directors; provided, however, that written

notice of any regular meeting of the Board of Directors stating the

place, day, and hour of such meeting shall be given if required by

resolution adopted by the Board of Directors.  Any business may be

transacted at a regular meeting.  Neither the business to be

transacted at nor the purpose need be specified in any notice or

waiver of notice of any regular meeting of the Board of Directors.

 

Section 6. Special Meetings, Notice.  Special meetings of the

Board may be called at any time by the Chairman of the Board, the

President, or by one-third of the directors (rounded up to the nearest

whole number) . The place may be within or without the State of

Missouri as designated in the notice.

 

Written notice of each special meeting of the Board, stating the

place, day, and hour of the meeting shall be given to each director at

least two days before the date on which the meeting is to be held. 

The notice shall be given (i) in the manner provided for in these By-

laws or (ii) may be given telephonically, if confirmed promptly in

writing, in which case the notice shall be deemed to have been given

at the time of telephonic communication.  The notice may be given by

any officer directed to do so by any officer having authority to call

the meeting or by the directors) who have called the meeting.

 

Neither the business to be transacted at nor the purpose need be

specified in the notice or any waiver of notice of any special meeting

of the Board of Directors.

 

Section 7. Action in Lieu of Meetings.  Unless otherwise

restricted by the Articles of Incorporation or these By-laws or by

law, any action required to be taken at a meeting of the Board of

Directors or any other action which may be taken at a meeting of the

Board of Directors may be taken without a meeting if a consent in

writing setting forth the action so taken shall be signed by all the

directors entitled to vote with respect to the subject matter thereof. 

Any such consent signed by all the directors shall have the same

effect as a unanimous vote and may be stated as such in any document

describing the action taken by the Board of Directors.

 

Section 8. Meeting by Conference Telephone or Similar

Communications Equipment.  Unless otherwise restricted by the Articles

of Incorporation or these By-laws or by law, members of the Board of

Directors of the corporation, or any committee designated by such

Board, may participate in a meeting of such Board or committee by

means of conference telephone or similar communications equipment

whereby all persons participating in the meeting can hear each other,

and participation in a meeting in such manner shall constitute

presence in person at such meeting.

 

Section 9. Quorum.  At all meetings of the Board a majority of

the full Board of Directors shall, unless a greater number as to any

particular matter is required by the Articles of Incorporation or

these By-laws, constitute a quorum for the transaction of business. 

The act of a majority of the directors present at any meeting at which

there is a quorum, except as may be otherwise specifically provided by

law, by the Articles of Incorporation, or by these By-laws, shall be

the act of the Board of Directors.  A director who is in attendance at

a meeting of the Board of Directors but who abstains from voting on a

matter shall not be deemed present at such meeting for purposes of the

preceding sentence with respect to such vote, but shall be deemed

present at such meeting for all other purposes.  Withdrawal by a

director from any meeting at which a duly constituted quorum is

present shall not cause the failure of the quorum.

 

        Less than a quorum may adjourn a meeting successively until a

quorum is present, and no notice of adjournment shall be required.

 

Section 10. Waiver of Notice; Attendance at Meeting.  Any notice

provided or required to be given to the directors may be waived in

writing by any of them, whether before, at, or after the time stated

therein.

 

        Attendance of a director at any meeting shall constitute a waiver

of notice of such meeting except where the director attends for the

express purpose, and so states at the opening of the meeting, of

objecting to the transaction of any business because the meeting is

not lawfully called or convened.

 

 

Section 11.  Vacancies.  If the office of any director is or

becomes vacant by reason of death, resignation, or due to an increase

in the number of directors, a majority of the survivors or remaining

directors, though less than a quorum, may appoint a director to fill

the vacancy until a successor shall have been duly elected at a

shareholders, meeting.

 

Section 12. Executive Committee.  The Board of Directors may, by

resolution passed by a majority of the full Board, designate an

executive committee, such committee to consist of two or more

directors of the corporation.  Such committee, except to the extent

limited in said resolution, shall have and may exercise all of the

powers of the Board of Directors in the management of the corporation. 

The members constituting the executive committee shall be determined

from time to time by resolution adopted by a majority of the full

Board; and any director may vote for himself as a member of the

executive committee.  In no event, however, shall the executive

committee have any authority to amend the Articles of Incorporation,

to adopt any plan of merger or consolidation with another corporation

or corporations, to recommend to the shareholders the sale, lease,

exchange, mortgage, pledge, or other disposition of all or

substantially all of the property and assets of the corporation if not

made in the usual and regular course of its business, to recommend to

the shareholders a voluntary dissolution of the corporation or a

revocation thereof, to amend, alter or repeal the By-laws of the

corporation, to elect or remove officers of the corporation or members

of the executive committee, to fix the compensation of any member of

the executive committee, to declare any dividend, or to amend, alter

or repeal any resolution of the Board of Directors which by its terms

provides that it shall not be amended, altered or repealed by the

executive committee.

 

     The executive committee shall keep regular minutes of its

proceedings and the same shall be recorded in the minute book of

the corporation.  The Secretary or an Assistant Secretary of the

corporation may act as secretary for the executive committee if the

executive committee so requests.

 

Section 13. Other Committees.  The Board of Directors may, by

resolution passed by a majority of the full Board, designate one or

more standing or ad hoc committees, each committee to consist of two

or more of the directors of the corporation and such other person(s)

as may be appointed as advisory members under authority provided in

the resolution.  Each such committee, to the extent provided in the

resolution and permitted by law, shall have and may exercise the power

of the Board of Directors.  The members constituting each such

committee shall be determined from time to time by resolution adopted

by a majority of the full Board; and any director may vote for himself

as a member of any such committee.

 

Each such committee shall, to the extent required by resolution of

the Board of Directors (or, in the absence of any such resolution, to

the extent a majority of its members determines is appropriate) keep

minutes of its proceedings and the same shall be recorded in the

minute book of the corporation.  The Secretary or Assistant Secretary

of the corporation may act as secretary for any such committee if the

committee so requests.

 

Section 14.  Compensation of Directors and Committee Members.

Directors and members of all committees shall receive such

compensation for their services as may be determined from time to time

by resolution adopted from time to time by the Board, as well as such

expenses, if any, as may be allowed pursuant to resolution adopted

from time to time by the Board.  No such resolution shall be deemed

voidable or invalid by reason of the personal or pecuniary interest of

the directors or any director in adopting it. Nothing herein contained

shall be construed to preclude any director or committee member from

serving the corporation in any other capacity and receiving

compensation therefor.

 

Section 15.  Protection of Director for Reliance on Corporate

Records.  No director shall be liable for dividends legally declared,

distributions legally made to shareholders, or any other action taken

in reliance in good faith upon financial statements of the corporation

represented to him to be correct by the Chairman of the Board, the

President or the officer of the corporation having charge of the books

of account, or certified by an accountant to fairly represent the

financial condition of the corporation; nor shall any such director be

liable for determining in good faith the amount available for

dividends or distributions by considering the assets to be of their

book values.

 

 

ARTICLE V Officers

 

Section 1. Officers--who Shall Constitute.  The officers of the

corporation shall be a Chairman of the Board, a President, one or more

Vice Presidents, a Secretary, a Treasurer, one or more Assistant

Secretaries, and one or more Assistant Treasurers.  The Board shall

elect or appoint a Chairman of the Board, President, Vice President,

Secretary and Treasurer at its first meeting and at each annual

meeting of the Board of Directors which shall follow the annual

meeting of the shareholders.  The Board then, or from time to time,

may also elect or appoint one or more of the other prescribed officers

as it shall deem advisable, but need not elect or appoint any officers

other than a President and a Secretary.  The Board may, if it desires,

further identify or describe any one or more of such officers.

 

An officer need not be a shareholder unless required by law or the

Articles of Incorporation.  Any two or more of such offices may be

held by the same person.

 

An officer shall be deemed qualified when he enters upon the

duties of the office to which he has been elected or appointed and

furnishes any bond required by the Board; but the Board may also

require of such person his written acceptance and promise faithfully

to discharge the duties of such office.

 

Section 2. Term of Office.  Each officer of the corporation shall

hold his office for the term for which he was elected, or until he

resigns or is removed by the Board, whichever first occurs.

 

Section 3. Appointment of Officers and Agents-Terms of Office. 

The Board from time to time may also appoint such other officers and

agents for the corporation as it shall deem necessary or advisable. 

All appointed officers and agents shall hold their respective

positions at the pleasure of the Board or for such terms as the Board

may specify, and they shall exercise such powers and perform such

duties as shall be determined from time to time by the Board, or by an

elected officer empowered by the Board to make such determination.

 

Section 4. Removal.  Any officer or agent elected or appointed by

the Board of Directors, and any employee, may be removed or discharged

by the Board whenever in its judgment the best interests of the

corporation would be served thereby, but such removal shall be without

prejudice to the contract rights, if any, of the person so removed. 

Election or appointment of an officer or agent shall not of itself

create contract rights.

 

Section 5. Salaries and Compensation.  Salaries and compensation

of all elected officers of the corporation shall be fixed, increased

or decreased by the Board of Directors, but this power may, unless

prohibited by law, be delegated by the Board to the Chairman of the

Board or to the President (except as to their own compensation) , or

to a committee.  Salaries and compensation of all other appointed

officers and agents, and employees of the corporation, may be fixed,

increased or decreased by the Board of Directors or a committee

thereof, but until action is taken with respect thereto by the Board

of Directors or a committee thereof, the same may be fixed, increased

or decreased by the Chairman of the Board, the President, or by such

other officer or officers as may be empowered by the Board of

Directors or a committee thereof to do so.

 

Section 6. Delegation of Authority to Hire, Discharge, Etc.  The

Board, from time to time, may delegate to the Chairman of the Board,

the President, or any other officer or executive employee of the

corporation, authority to hire, discharge, and fix and modify the

duties, salary, or other compensation of employees of the corporation

under their jurisdiction; and the Board may delegate to such officer

or executive employee similar authority with respect to obtaining and

retaining for the corporation the services of attorneys, accountants,

and other experts.

 

     Section 7. The Chairman of the Board.  The Chairman of the Board

shall be the Chief Executive Officer of the Corporation.  The Chairman

of the Board shall have general and active management of the business

of the Corporation and shall carry into effect all directions and

resolutions of the Board.  The Chairman of the Board may execute all

bonds, notes, debentures, mortgages and other contracts requiring a

seal, under the seal of the Corporation, and may cause the seal to be

affixed thereto, and all other instruments for and in the name of the

Corporation.

 

The Chairman of the Board, when authorized to do so by the Board,

may execute Powers of Attorney from, for, in the name of the

Corporation, to such proper person or persons as he may deem fit, in

order that thereby the business of the Corporation may be further or

action taken as may be deemed by him necessary or advisable in

furtherance of the interests of the Corporation.  The Chairman of the

Board, except as may be otherwise directed by the Board, shall be

authorized to attend meetings of Shareholders of other corporations to

represent this Corporation thereat and to vote or take action with

respect to the shares of any such corporation owned by this

Corporation in such manner as he shall deem to be for the interest of

the Corporation or as may be directed by the Board.

 

Except as otherwise provided in these Bylaws, the Chairman of the

Board shall preside at all meetings of the shareholders and of the

Board of Directors.  The Chairman of the Board shall be an ex officio

member of all standing committees.  The Chairman of the Board shall

have such general executive powers and duties of supervision and

management as are usually vested in the office of a managing executive

of a corporation provided that the Chairman of the Board shall report

to and follow directives of the Board of Directors.

 

The Chairman of the Board shall have such other or further duties

and authority as may be prescribed elsewhere in these Bylaws or from

time to time by the Board of Directors, and the Board may from time to

time divide the responsibilities, duties, and authority between the

Chairman of the Board and such other officers to the extent as it may

deem advisable.

 

     Notwithstanding anything to the contrary herein stated, the

Chairman of the Board shall not be authorized to do any act required

by law to be done by the President of the Corporation until written

notice of his designation as Chief Executive Officer, attested to by

the Secretary of the Corporation, has been filed in writing with the

Secretary of State of Missouri.

 

Section 8. The President.  Except as otherwise provided for in

these By-laws, in the absence of the Chairman of the Board, the

President, shall preside at all meetings of the shareholders and of

the Board of Directors.  The President shall have general and active

management of the business of the corporation and shall carry into

effect all directions and resolutions of the Board.

 

The President shall have such other or further duties and

authority as may be prescribed elsewhere in these By-laws or from time

to time by the Board of Directors, and the Board may from time to time

divide the responsibilities, duties, and authority between them to

such extent as it may deem advisable.

 

Section 9. The Vice Presidents.  The Vice Presidents, in the order

of their seniority as determined by the Board, shall, in the absence,

disability or inability to act of the Chairman of the Board and, the

President, perform the duties and exercise the powers of such offices

and shall perform such other duties as the Board of Directors shall

from time to time prescribe.

 

Section 10. The Secretary and Assistant Secretaries.  The

Secretary shall attend all sessions of the Board and except as

otherwise provided for in these By-laws, all meetings of the

shareholders, and shall record or cause to be recorded all votes taken

and the minutes of all proceedings in a minute book of the corporation

to be kept for that purpose.  The Secretary shall perform like duties

for the executive and other standing committees when requested by the

Board or such committee to do so.

 

The Secretary shall have the principal responsibility to give, or

cause to be given, notice of all meetings of the shareholders and of

the Board of Directors, but this shall not lessen the authority of

others to give such notice as is authorized elsewhere in these By-

laws.

 

The Secretary shall see that all books, records, lists and

information, or duplicates, required to be maintained at the

registered office or at some office of the corporation in Missouri, or

elsewhere, are so maintained.

 

The Secretary shall keep in safe custody the seal of the

corporation, and when duly authorized to do so, shall affix the same

to any instrument requiring it, and when so affixed, shall attest the

same by his signature.

 

The Secretary shall perform. such other duties and have such other

authority as may be prescribed elsewhere in these By-laws or from time

to time by the Board of Directors or the President, under whose direct

supervision the Secretary shall be.

 

        The Secretary shall have the general duties, powers and

responsibilities of a Secretary of a corporation.

 

The Assistant Secretaries, in the order of their seniority, in the

absence, disability, or inability to act of the Secretary, shall

perform the duties and exercise the powers of the Secretary, and shall

perform such other duties as the Board may from time to time

prescribe.

 

Section 11. The Treasurer and Assistant Treasurers.  The

Treasurer shall have responsibility for the safekeeping of the funds

and securities of the corporation, and shall keep or cause to be kept

full and accurate accounts of receipts and disbursements in books

belonging to the corporation.  The Treasurer shall keep, or cause to

be kept, all other books of account and accounting records of the

corporation, and shall deposit or cause to be deposited all moneys and

other valuable effects in the name and to the credit of the

corporation in such depositories as may be designated by the Board of

Directors.

 

The Treasurer shall disburse, or permit to be disbursed, the funds

of the corporation as may be ordered, or authorized generally, by the

Board and shall render to the chief executive officer of the

corporation and the directors, whenever they may require it, an

account of all his transactions as Treasurer and of those under his

jurisdiction, and of the financial condition of the corporation.

 

The Treasurer shall perform such other duties and shall have such

other responsibility and authority as may be prescribed elsewhere in

these By-laws or from time to time by the Board of Directors.

 

The Treasurer shall have the general duties, powers and

responsibility of a Treasurer of a corporation, and shall be the chief

financial and accounting officer of the corporation.

 

If required by the Board, the Treasurer shall give the

corporation a bond in a sum and with one or more sureties satisfactory

to the Board for the faithful performance of the duties of his office,

and for the restoration to the corporation, in the case of his death,

resignation, retirement, or removal from office, of all books, papers,

vouchers, money and other property of whatever kind in his possession

or under his control which belong to the corporation.                  

 

The Assistant Treasurers in the order of their seniority shall, in

the absence, disability or inability to act of the Treasurer, perform

the duties and exercise the powers of the Treasurer, and shall perform

such other duties as the Board of Directors shall from time to time

prescribe.

 

Section 12.  Bond.  At the option of the Board of Directors, any

officer may be required to give bond for the faithful performance of

his duties.

 

Section 13. Checks and Other Instruments.  All checks, drafts,

notes, acceptances, bills of exchange and other negotiable and non-

negotiable instruments and obligations for the payment of money, and

all contracts, deeds, mortgages and all other papers and documents

whatsoever, unless otherwise provided for by these By-laws, shall be

signed by such officer or officers or such other person or persons and

in such manner as the Board of Directors from time to time shall

designate.  If no such designation is made, and unless and until the

Board otherwise provides, the Chairman of the Board, or the President

and the Secretary, or the Chairman of the Board or the President or

the Executive Vice President and the Treasurer, shall have power to

sign all such instruments for, and on behalf of and in the name of the

corporation, which are executed or made in the ordinary course of the

corporation's business.

 

Section 14. Duties of Officers May be Delegated.  If any officer

of the corporation shall be absent or unable to act, or for any other

reason the Board may deem sufficient, the Board may delegate, for the

time being, some or all of the functions, duties, powers and

responsibilities of any officer to any other officer, or to any other

agent or employee of the corporation or other responsible person,

provided a majority of the then sitting Board concurs therein.

 

ARTICLE VI  Shares of Stock

 

Section 1. Payment for Shares of Stock.  The corporation shall not

issue shares of stock except for (i) money paid, (ii) labor done or

services actually received, or (iii) property actually received;

provided, however, that shares may also be issued (iv) in

consideration of the cancellation of valid bona fide antecedent debts,

(v) as stock dividends, (vi) pursuant to stock splits, reverse stock

splits, stock combinations, reclassifications of outstanding shares

into shares of another class or classes, exchanges of outstanding

shares for shares of another class or classes, or (vii) other bona

fide changes respecting outstanding shares.  No note or obligation

given by any shareholder, whether secured by deed of trust, mortgage

or otherwise shall be considered as payment of any part of any share

or shares.

 

Section 2. Certificates for Shares of Stock.  The certificates for

shares of stock of the corporation shall be numbered, shall be in such

form as may be prescribed by the Board of Directors in conformity with

law, and shall be entered in the stock books of the corporation as

they are issued, and such entries shall show the name and address of

the person, firm, partnership, corporation or association to whom each

certificate is issued.  Each certificate shall have printed, typed or

written thereon the name of the person, firm, partnership,

corporation, or association to whom it is issued, and number of shares

represented thereby and shall be signed by the Chairman of the Board

or the President or a Vice President, and the Treasurer or an

Assistant Treasurer or the Secretary or an Assistant Secretary of the

corporation and sealed with the seal of the corporation, which seal

may be facsimile, engraved or printed.  If the corporation has a

registrar, a transfer agent, or a transfer clerk who actually signs

such certificates, the signature of any of the other officers above

mentioned may be facsimile, engraved, or printed.  In case any such

officer who has signed or whose, facsimile signature has been placed

upon any such certificate shall have ceased to be such officer before

such certificate is issued, such certificate may nevertheless be

issued by the corporation with the same effect as if such officer were

an officer at the date of its issue.

 

Section 3. Lost or Destroyed Certificates.  In case of the loss or

destruction of any certificate for shares of stock of the corporation,

upon due proof of the registered owner thereof or his representative,

by affidavit of such loss or otherwise, the Chairman of the Board or

the President and Secretary may issue a duplicate certificate or

replacement certificate in its place, upon the corporation being fully

indemnified therefor.  Any such officer may request the posting of an

indemnity bond in favor of the corporation whenever and to the extent

that they deem appropriate as a precondition to the issuance of any

duplicate or replacement certificate.

 

Section 4. Transfers of Shares, Transfer Agent, Registrar. 

Transfers of shares of stock shall be made on the stock record or

transfer books of the corporation only by the person named in the

stock certificate, or by his attorney lawfully constituted in writing,

and upon surrender of the certificate therefor.  The stock record book

and other transfer records shall be in the possession of the Secretary

(or other person appointed and empowered by the Board to do so) or of

a transfer agent or clerk for the corporation.  The corporation, by

resolution of the Board, may from time to time appoint a transfer

agent, and, if desired, a registrar, under such arrangements and upon

such terms and conditions as the Board deems advisable; but until and

unless the Board appoints some other person, firm or corporation as

its transfer agent (and upon the revocation of any such appointment,

thereafter until a new appointment is similarly made) the Secretary of

the corporation (or other person appointed and empowered by the Board)

shall be the transfer agent or clerk of the corporation, without the

necessity of any formal action of the Board, and the Secretary or

other person shall perform all of the duties thereof.

 

Section 5. Closing of Transfer Books, Record Date.  The Board of

Directors shall have the power to close the stock transfer books of

the corporation for a period not exceeding seventy days preceding the

date of any meeting of the shareholders, or the date for payment of

any dividend, or the date for the allotment of rights, or the date

when any change or conversion or exchange of shares shall go into

effect; provided, however, that in lieu of closing the stock transfer

books as aforesaid, the Board of Directors may fix in advance a date

not exceeding seventy days preceding the date of any meeting of

shareholders, or the date for the payment of any dividend, or the date

for the allotment of rights, or the date when any change or conversion

or exchange of shares shall go into effect, as a record date for the

determination of the shareholders entitled to notice of, and to vote

at, the meeting or any adjournment thereof, or entitled to receive

payment of the dividends, or entitled to the allotment of rights, or

entitled to exercise the rights in respect of the change, conversion,

or exchange of shares.  In such case only the shareholders who are

shareholders of record on the date of closing of the transfer books or

on the record date so fixed shall be entitled to such notice of, and

to vote at, the meeting, and any adjournment thereof, or to receive

payment of the dividend, or to receive the allotment of rights, or to

exercise the rights, as the case may be, notwithstanding any transfer

of any shares on the books of the corporation after the date of

closing of the transfer books or the record date fixed as aforesaid. 

If the Board of Directors does not close the transfer books or set a

record date for the determination of the shareholders entitled to

notice of, and to vote at, the meeting, and any adjournment of the

meeting, the record date shall be the date that is twenty days

previous to the meeting; except that, if prior to the meeting written

waivers of notice of the meeting are signed and delivered to the

corporation by all of the shareholders of record at the time the

meeting is convened, only the shareholders who are shareholders of

record at the time the meeting is convened shall be entitled to vote

at the meeting and at any adjournment of the meeting.  If the Board of

Directors does not set a record date with respect to any dividend,

allotment of rights, or exercise of rights in respect of the change,

conversion, or exchange of shares, the record date for such purpose

shall be the close of business on the day on which the Board of

Directors adopts the resolution relating thereto.

 

Section 6. Fractional Share Interests or Scrip.  The corporation

may issue fractions of a share and it may issue a certificate for a

fractional share, or by action of the Board of Directors, the

corporation may issue in lieu thereof scrip or other evidence of

ownership which shall entitle the holder to receive a certificate for

a full share upon the surrender of such scrip or other evidence of

ownership aggregating a full share.  A certificate for a fractional

share shall (but scrip or other evidence of ownership shall not,

unless otherwise provided by resolution of the Board of Directors)

entitle the holder to all of the rights of a shareholder, including

without limitation the right to exercise any voting right, or to

receive dividends thereon or to participate in any of the assets of

the corporation in the event of liquidation.  The Board of Directors

may cause such scrip or evidence of ownership (other than a

certificate for a fractional share) to be issued subject to the

condition that it shall become void if not exchanged for share

certificates before a specified date, or subject to the condition that

the shares for which such scrip or evidence of ownership is

exchangeable may be sold by the corporation and the proceeds thereof

distributed to the holders of such scrip or evidence of ownership, or

subject to any other condition which the Board of Directors may deem

advisable.

 

ARTICLE VII  Indemnification

 

Section 1. Third Party Actions.  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 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 corporation, partnership, joint venture, trust, or other

enterprise, against expenses, including attorney fees, judgments,

fines, and amounts paid in settlement actually and reasonably incurred

by him in connection with such action, suit, or proceeding 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.  The termination of any action, suit, or

proceeding by judgment, order, settlement, conviction, or upon a plea

of nolo contenders 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 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 conduct was

unlawful.

 

Section 2. Actions By or in the Rights of the Corporation.  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 or suit by or in the right of the corporation to procure a

judgment in its favor by reason of the fact that he 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

corporation, partnership, joint venture, trust, or other enterprise

against expenses, including attorney fees and amounts paid in

settlement, actually and reasonably incurred by him in connection with

the defense or settlement of the action or suit 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, except that no

indemnification shall be made in respect of any claim, issue, or

matter as to which such person shall have been adjudged to be liable

for negligence or misconduct in the performance of his duty to the

corporation unless and only to the extent that the court in which such

action or suit was brought determines upon application that, despite

the adjudication of liability and in view of all the circumstances of

the case, the person is fairly and reasonably entitled to indemnity

for such expenses as the court shall deem proper.

 

Section 3. Indemnity if Successful.  To the extent that a

director, 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 Sections I and 2 of this Article, or in

defense of any claim, issue or matter therein, he shall be indemnified

against expenses (including attorney fees) actually and reasonably

incurred by him in connection with the action, suit, or proceeding.

 

     Section 4. Standard of Conduct.  Any indemnification under

Sections 1 and 2 of this Article (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 director or officer is

proper in the circumstances because he has met the applicable standard

of conduct set forth in this Article.  The determination shall be made

(i) 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 (ii) if such a quorum is not obtainable, or, even if

obtainable a quorum of disinterested directors so directs, by

independent legal counsel in a written opinion, or (iii) by the

shareholders by majority vote of the shares eligible to vote for

directors and actually voted, where shares held by the individual

about whom such indemnification is at issue shall not be eligible to

vote.

 

Section 5. Expenses.  Expenses incurred in defending a civil or

criminal action, suit, or proceeding may be paid by the corporation in

advance of the final disposition of the action, suit, or proceeding as

authorized by the Board of Directors in the specific case upon receipt

of an undertaking by or on behalf of the director or officer to repay

such amount unless it shall ultimately be determined that he is

entitled to be indemnified by the corporation as authorized in this

Article.

 

Section 6. Non-exclusivity.  The indemnification provided by this

Article shall not be deemed exclusive of any other rights to which

those seeking indemnification may be entitled under the Articles of

Incorporation, these By-laws, or any agreement, vote of the

shareholders or disinterested directors or otherwise, both as to

action in his 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 or officer and shall inure to the benefit of

the heirs, personal representatives, and administrators of such a

person.

 

Section 7. Further Indemnity Permissible.  The corporation shall

have the power to give further indemnity, in addition to the indemnity

authorized or contemplated under the various sections of this Article,

including Section 6 thereof, to any person who is or was a director,

officer, employee, or agent, or to any person who is or was serving at

the request of the corporation as a director, officer, employee, or

agent of another corporation, partnership, joint venture, trust, or

other enterprise, provided such further indemnity is either (i)

authorized, directed, or provided for in the Articles of Incorporation

of the corporation or a duly adopted amendment thereof or (ii)

authorized, directed, or provided for in these By-laws or in any

agreement of the corporation which has been adopted by the

shareholders of the corporation, and provided further that no such

indemnity shall indemnify any person from or on account of such

person's conduct which has been finally adjudged to have been

knowingly fraudulent, deliberately dishonest, or willful misconduct. 

Nothing in this Section 7 shall be deemed to limit the power of the

corporation under Section 6 of this Article to enact By-laws or to

enter into agreements without shareholder adoption of the same.

 

Section 8. Insurance.  The corporation shall have power to

purchase and maintain insurance on behalf of any person who is or was

a director, officer, employee, or agent of the corporation, or is or

was serving at the request of the corporation as a director, officer,

employee, or agent of another corporation, partnership, joint venture,

trust, or other enterprise against any liability asserted against him

and incurred by him in any such capacity, or arising out of his status

as such, whether or not the corporation would have the power to

indemnify him against such liability under the provisions of this

Article.

 

Section 9. Corporation.  For the purpose of this Article,

references to "the corporation" include all constituent corporations

absorbed in a consolidation or merger as well as the resulting or

surviving corporation so that any person who is or was a director or

officer of such a constituent corporation or is or was serving at the

request of such constituent corporation as a director or officer of

another corporation, partnership, joint venture, trust, or other

enterprise shall stand in the same position under the provisions of

this Article with respect to the resulting or surviving corporation as

he would if he had served the resulting or surviving corporation in

the same capacity.

 

Section 10. Other Definitions.  For purposes of this Article, the

term "other enterprise" shall include without limitation employee

benefit plans; the term "fines" shall include without limitation any

excise taxes assessed on a person with respect to an employee benefit

plan; and the term "serving at the request of the corporation" shall

include without limitation any service as a director, officer,

employee, or agent of the corporation which imposes duties on, or

involves services by, such director, officer, employee, or agent with

respect to an employee benefit plan, its participants, or

beneficiaries; and a person who acted in good faith and in a manner he

reasonably believed to be in the interest of the participants and

beneficiaries of an employee benefit plan shall be deemed to have

acted in a manner "not opposed to the best interests of the

corporation" as referred to in this Article.

 

Section 11. Indemnity for Agents and Employees.  The corporation

may, by resolution duly adopted by a majority of the disinterested

members of the Board of Directors, grant such indemnity rights and

reimbursement for such expenses as it determines to be appropriate to

any person who was or is a party to any threatened, pending, or

completed action or suit, whether civil, criminal, administrative, or

investigative, including any action by or in the right of the

corporation, by reason of the fact that such person is or was an agent

or employee of the corporation, or is or was serving as an agent or

employee, at the request of the corporation, of another corporation,

partnership, joint venture, trust, or other enterprise.  Any such

grant of indemnification shall be only to the extent so provided in

the resolution granting indemnification, but shall, in no event, be

greater than the rights of indemnification and reimbursement of

expenses granted to directors and officers of this corporation.

 

ARTICLE VIII  General Provisions

 

Section 1. Fixing of Capital, Transfers of Surplus.  Except as may

be specifically otherwise provided in the Articles of Incorporation,

the Board of Directors is expressly empowered to exercise all

authority conferred upon it or the corporation by any law or statute,

and in conformity therewith, relative to:

 

        The determination of what part of the consideration received for

shares of the corporation shall be capital;

 

Increasing capital;

 

Transferring surplus to capital;

 

The consideration to be received by the corporation for its

shares; and

 

All similar or related matters;

 

provided that any concurrent action or consent by or of the

corporation and its shareholders required to be taken or given

pursuant to law shall be duly taken or given in connection therewith.

 

Section 2. Dividends.  Ordinary dividends upon the shares of the

corporation, subject to the provisions of the Articles of

incorporation and applicable law, may be declared by the Board of

Directors at any regular or special meeting.  Dividends may be paid in

cash, in property, or in shares of its stock.

 

Liquidating dividends or dividends representing a distribution of

paid-in surplus or a return of capital shall be made only when and in

the manner permitted by law.

 

Section 3. Creation of Reserves.  Before the 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 reasonable discretion, think proper as a reserve fund

or funds, to meet contingencies, or for equalizing dividends, or for

repairing or maintaining any property of the corporation, or for such

other purposes as the Board of Directors shall determine in the best

interests of the corporation, and the Board may abolish any such

reserve in the manner in which it was created.

 

Section 4. Fiscal Year.  The Board of Directors shall have the

paramount power to fix, and from time to time, to change, the fiscal

year of the corporation.  In the absence of action by the Board of

Directors, however, the fiscal year of the corporation shall be

determined and signified by the filing of the Corporation's first

federal income tax return, and shall so continue until such time, if

any, as the fiscal year shall be changed by the Board of Directors.

 

Section 5. Notices.  Except as otherwise specifically provided

herein with respect to notice to shareholders or otherwise, or as

otherwise required by law, all notices required to be given by any

provision of these By-laws shall be in writing and shall be deemed to

have been given: (i) when received if delivered in person; (ii) on the

date of acknowledgment or confirmation of receipt if sent by telex,

facsimile, or other electronic transmission; (iii) one day after

delivery, properly addressed and fees prepaid, to a reputable courier

for same day or overnight delivery; or (iv) two days after being

deposited, properly addressed and postage prepaid, in the United

States mail.

 

Section 6. Amendments to By-laws.  Except as specifically

provided otherwise herein, the By-laws of the corporation may from

time to time be repealed, amended or altered, or new and/or restated

By-laws may be adopted, in either of the following ways:

 

By such vote of the shareholders entitled to vote at any annual

or special meeting thereof as may be required by the Articles of

Incorporation, and if there is no such specific requirement, then by

the vote of a majority of said shareholders; or

 

By resolution adopted by the Board of Directors if such power

shall have been vested in the Board of Directors by the Articles of

Incorporation; provided, however, that such power shall be exercisable

only by such number or percentage of the Directors as is required by

the Articles of Incorporation, and if there is no such specific

requirement, then by a majority of the Board of Directors. 

Notwithstanding the foregoing, the Board of Directors shall not have

the power to suspend, repeal, amend or otherwise alter the By-laws or

portion thereof enacted by the shareholders if at the time of such

enactment or thereafter the shareholders shall so expressly provide.

 

 

[As Filed: 04-16-1998]