exv4w5






Exhibit 4.5




*Company name change to RENTECH ENERGY MIDWEST CORPORATION pursuant to Certificate of Amendment
filed with the Delaware Secretary of State authorized by Consent dated April 26, 2006.



AMENDED AND RESTATED BY-LAWS

OF

ROYSTER-CLARK NITROGEN, INC.





 






ARTICLE I.



Meetings of Stockholders




     Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders
shall be held for the election of directors at such date, time and place, if any, either within or
without the State of Delaware, as may be designated by resolution of the Board of Directors from
time to time. Any other proper business may be transacted at the annual meeting.



     Section 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be
called at any time by the Board of Directors, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.



     Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any
action at a meeting, a notice of the meeting shall be given that shall state the place, if any,
date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or
these by-laws, the notice of any meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of
the corporation.



     Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall he given to each stockholder of record entitled to vote at the
meeting.




 









 




     Section 1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or
these by-laws, at each meeting of stockholders the presence, in person or by proxy of the holders
of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting
shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the
stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time
to time in the manner provided in Section 1.4 of these by-laws until a quorum shall attend. Shares
of its own stock belonging to the corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the corporation or any
subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it
in a fiduciary capacity.



     Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairperson of
the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his
or her absence by the President, or in his or her absence by a Vice President, or in the absence of
the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of
such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of
the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act
as secretary of the meeting.



     Section 1.7 Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the
certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder which has voting
power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders
or to express consent to corporate action in writing without a meeting may authorize another
person, or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer period. A proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person or by delivering to the
Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting
at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the
election of directors at which a quorum is present a plurality of the votes cast shall be
sufficient to elect. All other elections and questions presented to the stockholders at a meeting
at which a quorum is present shall, unless otherwise provided by the certificate of incorporation,
these by-laws, the rules or regulations of any stock exchange applicable to the corporation, or
applicable law or pursuant to any regulation applicable to the corporation or its securities, be
decided by the affirmative vote of the holders of a majority in voting power of the shares of stock
of the corporation which are present in person or by proxy and entitled to vote thereon.



     Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the
corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or



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exchange of stock or for the purpose of any other lawful action, the Board of Directors may
fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten
(10) days before the date of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a meeting, shall not be more
than ten (10) days from the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days
prior to such other action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held; (2) the
record date for determining stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting.



     Section 1.9 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger
shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible
electronic network, provided that the information required to gain access to such list is provided
with the notice of meeting or (ii) during ordinary business hours at the principal place of
business of the corporation. The list of stockholders must also be open to examination at the
meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall
be the only evidence as to who are the stockholders entitled to examine the list of stockholders
required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.



     Section 1.10 Action By Written Consent of Stockholders. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or an



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officer or agent of the corporation having custody of the book in which minutes of proceedings
of stockholders are recorded. Delivery made to the corporation’s registered office shall be by
hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent shall, to the extent
required by law, be given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the meeting if the record
date for such meeting had been the date that written consents signed by a sufficient number of
holders to take the action were delivered to the corporation.



     Section 1.11 Inspectors of Election. The corporation may, and shall i if required by law, in
advance of any meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the corporation, to act at the meeting or any adjournment thereof and to make a
written report thereof. The corporation may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of
inspector with strict impartiality and according to the best of his or her ability. The inspector
or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock
of the corporation outstanding and the voting power of each such share, (ii) determine the shares
of capital stock of the corporation represented at the meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares of capital stock of the corporation represented
at the meeting and such inspectors’ count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the corporation, the
inspectors may consider such information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at such election.



     Section 1.12 Conduct of Meetings. The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be announced at the
meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the person presiding over any meeting of stockholders shall have the right and
authority to convene and to adjourn the meeting, to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such presiding person, are appropriate
for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by
the Board of Directors or prescribed by the presiding person of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of business for the meeting;
(ii) rules and procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons as the presiding
person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (v) limitations on the time



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allotted to questions or comments by participants. The presiding person at any meeting of
stockholders, in addition to making any other determinations that may be appropriate to the conduct
of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or
business was not properly brought before the meeting and if such presiding person should so
determine, such presiding person shall so declare to the meeting and any such matter or business
not properly brought before the meeting shall not be transacted or considered. Unless and to the
extent determined by the Board of Directors or the person presiding over the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure.



ARTICLE II.




Board of Directors




     Section 2.1 Number; Qualifications. The Board of Directors shall consist of one or more members,
the number thereof to be determined from time to time by resolution of the Board of Directors or of
the stockholders. Directors need not he stockholders.



     Section 2.2 Election; Resignation; Vacancies. The Board of Directors shall initially consist of
the persons named as directors in the certificate of incorporation or elected by the incorporator
of the corporation, and each director so elected shall hold office until the first annual meeting
of stockholders or until his or her successor is duty elected and qualified. At the first annual
meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect
directors each of whom shall hold office for a term of one year or until his or her successor is
duly elected and qualified, subject to such director’s earlier death, resignation, disqualification
or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise
provided by law or the certificate of incorporation, any newly created directorship or any vacancy
occurring in the Board of Directors for any cause may be filled by a majority of the remaining
members of the Board of Directors, although such majority is less than a quorum, or by a plurality
of the votes cast at a meeting of stockholders, and each director so elected shall hold office
until the expiration of the term of office of the director whom he or she has replaced or until his
or her successor is elected and qualified.



     Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and, at such times as the Board of Directors may
from time to time determine.



     Section 2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time
or place within or without the State of Delaware whenever called by the President, any Vice
President, the Secretary, or by any member of the Board or Directors. Notice of a special meeting
of the Board of Directors shall be given by the person or persons calling the meeting at least
twenty-four hours before the special meeting.



     Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting thereof by means of conference
telephone or other communications equipment by means of



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which all persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such meeting.



     Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors the
directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute
a quorum for the transaction of business. Except in cases in which the certificate of
incorporation, these by-laws or applicable law otherwise provides, a majority of the votes entitled
to be cast by the directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.



     Section 2.7 Organization. Meetings of the Board of Directors shall be presided over by the
Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if
any, or in his or her absence by the President, or in their absence by a chairperson chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the
chairperson of the meeting may appoint any person to act as secretary of the Meeting.



     Section 2.8 Action by Unanimous Consent of Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic transmissions are
filed with the minutes of proceedings of the board or committee in accordance with applicable law.



ARTICLE III.




Committees




     Section 3.1 Committees. The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The Board of Directors
may designate one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or disqualification
of a member of the committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place of any such absent
or disqualified member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all papers which may
require it.



     Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article II of these by-laws.



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ARTICLE IV.




Officers




     Section 4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal;
Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so
determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its
members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall
from time to time deem necessary or desirable. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or
her election, and until his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice to the corporation.
The Board of Directors may remove any officer with or without cause at any time, but such removal
shall be without prejudice to the contractual rights of such officer, if any, with the corporation.
Any number of offices may be held by the same person. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special meeting.



     Section 4.2 Powers and Duties of Executive Officers. The officers of the corporation shall have
such powers and duties in the management of the corporation as may be prescribed in a resolution by
the Board of Directors and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his or her duties.



     Section 4.3 Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board
the President, any Vice President or the Board of Directors by resolution may from time to time
appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf
of the corporation, to cast the votes which the corporation may be entitled to cast as the holder
of stock or other securities in any other corporation or other entity, any of whose stock or other
securities may be held by the corporation, at meetings of the holders of the stock or other
securities of such other corporation or other entity, or to consent in writing, in the name of the
corporation as such holder, to any action by such other corporation or other entity, and may
instruct the person or persons so appointed as to the manner of casting such votes or giving such
consents, and may execute or cause to be executed in the name and on behalf of the corporation and
under its corporate seal or otherwise, all such written proxies or other instruments as he or she
may deem necessary or proper. Any of the rights set forth in this Section 4,3 which may he
delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board,
the President, the Vice President or the Board of Directors by resolution.



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ARTICLE V.




Stock




     Section 5.1 Certificates. The shares of the corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions that some or all of
any or all classes or series of stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is surrendered to the
corporation. Every holder of stock represented by certificates shall be entitled to have a
certificate signed by or in the name of the corporation by the Chairperson or Vice Chairperson of
the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the
number of shares owned by such holder in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were such officer, transfer agent, or registrar at the date
of issue.



     Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The
corporation may issue a new certificate of stock in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the issuance of such
new certificate.



ARTICLE VI.




Indemnification and Advancement of Expenses




     Section 6.1 Right to Indemnification. The corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any
person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director or officer of the corporation or, while a
director or officer of the corporation, is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses (including attorneys’ fees) reasonably
incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise
provided in Section 6.3, the corporation shall be required to indemnify a Covered Person in
connection with a proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was authorized in the
specific case by the Board of Directors of the corporation.




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     Section 6.2 Prepayment of Expenses. The corporation shall to the fullest extent not prohibited by
applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in
defending any proceeding in advance of its final disposition, provided, however,
that, to the extent required by law, such payment of expenses in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay
all amounts advanced if it should be ultimately determined that the Covered Person is not entitled
to be indemnified under this Article VI or otherwise.



     Section 6.3 Claims. If a claim for indemnification (following the final disposition of such
action, suit or proceeding) or advancement of expenses under this Article VI is not paid in full
within thirty days after a written claim therefor by the Covered Person has been received by the
corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the Covered Person is not
entitled to the requested indemnification or advancement of expenses under applicable law.



     Section 6.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article
VI shall not be exclusive of any other rights which such Covered Person may have or hereafter
acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement,
vote of stockholders or disinterested directors or otherwise.



     Section 6.5 Other Sources. The corporation’s obligation, if any, to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification
or advancement of expenses from such other corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.



     Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this
Article VT shall not adversely affect any right or protection hereunder of any Covered Person in
respect of any act or omission occurring prior to the time of such repeal or modification.



     Section 6.7 Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the
right of the corporation, to the extent and in the manner permitted by law, to indemnify and to
advance expenses to persons other than Covered Persons when and as authorized by appropriate
corporate action.



ARTICLE VII.




Miscellaneous




     Section 7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of
the Board of Directors.




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     Section 7.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and
shall be in such form as may be approved from time to time by the Board of Directors.



     Section 7.3 Manner of Notice. Except as otherwise provided herein or permitted by applicable law,
notices to directors and stockholders shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the books of the corporation. Notice to
directors may be given by telecopier, telephone or other means of electronic transmission.



     Section 7.4 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of
notice, given by the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted at nor the
purpose of any regular or special meeting of the stockholders, directors, or members of a committee
of directors need be specified in a waiver of notice.



     Section 7.5 Form of Records. Any records maintained by the corporation in the regular course of
its business, including its stock ledger, books of account, and minute books, may be kept on, or by
means of, or be in the form of, any information storage device or method, provided that the records
so kept can be converted into clearly legible paper form within a reasonable time.



     Section 7.6 Amendment of By-Laws. These by-laws may be altered, amended or repealed, and new
by-laws made, by the Board of Directors, but the stockholders may make additional by-laws and may
alter and repeal any by-laws whether adopted by them or otherwise.




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